As filed with the Securities and Exchange Commission on August 11, 2005

1933 Act Registration No. 2-57526
1940 Act Registration No. 811-2699

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. 59                                       X
                                                                           ---

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 X

Amendment No. 55

(Check appropriate box or boxes.)

AIM GROWTH SERIES
(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

Copy to:

Teresa A. Oxford, Esq.                    Martha J. Hays, Esq.
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
(Name and Address of Agent for Service)

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

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

immediately upon filing pursuant to paragraph (b)

on (date) 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)

X on October 28, 2005 pursuant to paragraph (a)(2)

If appropriate, check the following box:

This post-effective amendment designates a new effective date for a --- previously filed post-effective amendment.


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION--DATED AUGUST 11, 2005

AIM GLOBAL EQUITY FUND

PROSPECTUS

OCTOBER 28, 2005

AIM Global Equity Fund seeks to provide long-term growth of capital.


This prospectus contains important information about the Class A, B, C and R shares of the fund. Please read it before investing and keep it for future reference.

As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime.

An investment in the fund:
- is not FDIC insured;
- may lose value; and
- is not guaranteed by a bank.



AIM GLOBAL EQUITY FUND

TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND STRATEGIES                  1
------------------------------------------------------
PRINCIPAL RISKS OF INVESTING IN THE FUND             2
------------------------------------------------------
PERFORMANCE INFORMATION                              3
------------------------------------------------------
Annual Total Returns                                 3

Performance Table                                    4

FEE TABLE AND EXPENSE EXAMPLE                        5
------------------------------------------------------
Fee Table                                            5

Expense Example                                      5

Hypothetical Investment and Expense
  Information                                        6

DISCLOSURE OF PORTFOLIO HOLDINGS                     6
------------------------------------------------------

FUND MANAGEMENT                                      7
------------------------------------------------------
The Advisor                                          7

Advisor Compensation                                 7

Portfolio Managers                                   8

OTHER INFORMATION                                    8
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Sales Charges                                        8

Dividends and Distributions                          8

FINANCIAL HIGHLIGHTS                                 9
------------------------------------------------------
SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------
Choosing a Share Class                             A-1

Excessive Short-Term Trading Activity
  Disclosures                                      A-5

Purchasing Shares                                  A-7

Redeeming Shares                                   A-9

Exchanging Shares                                 A-11

Pricing of Shares                                 A-14

Taxes                                             A-15

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

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a service mark of A I M Management Group Inc. and AIM Funds Management Inc.

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations.



AIM GLOBAL 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, normally, at least 80% of its assets in equity securities, including convertible securities of domestic and foreign issuers. In complying with this 80% investment requirement, the fund's investments may include synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts.

The fund will normally invest in the securities of companies located in at least three different countries, including the United States, and may invest a significant portion of its assets in the securities of U.S. issuers. However, the fund will invest no more than 50% of its total assets in the securities of issuers in any one country, other than the U.S. The fund may invest substantially in securities denominated in one or more currencies.

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 up to 20% of its total assets in securities of companies located in developing countries, i.e., those that are in the initial stages of their industrial cycle.

The fund may also invest up to 20% of its net assets in debt securities of U.S. and foreign issuers.

For cash management purposes, the fund may also hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The portfolio managers use a multi-step, quantitatively oriented process to construct the fund's portfolio. They first use computer models to screen a large universe of domestic and international stocks and identify a group of eligible stocks within that universe. The quantitative analysis screens for various factors, including growth/stability of earnings, valuation, profitability, financial strength and stock price volatility. The portfolio managers then perform risk and transaction cost analyses on the stocks that were previously identified. When selecting stocks for the fund, the portfolio managers seek to neutralize the effects of certain macro-economic and market factors in an effort to lower the volatility of the fund's returns. Finally, the portfolio managers conduct a qualitative analysis of the stocks selected for the fund's portfolio to confirm the results of the quantitative analysis. The portfolio managers consider whether to sell a particular security when the company no longer exhibits characteristics that drive performance, or when the stock adds too much marginal risk to the fund's portfolio.

In anticipation of or in response to adverse market or other conditions or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents or high-quality debt instruments. As a result, the fund may not achieve its investment objective.

The fund may engage in active and frequent trading of portfolio securities to achieve its investment objective. If the fund does trade in this way, it may incur increased transaction costs, which can lower the actual return on your investment. Active trading may also increase short-term gains and losses, which may affect the taxes you have to pay.

1


AIM GLOBAL EQUITY FUND

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.

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

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

2


AIM GLOBAL 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.

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
1998...................................................................    9.37%
1999...................................................................   51.93%
2000...................................................................   -7.90%
2001...................................................................  -17.03%
2002...................................................................   -9.55%
2003...................................................................   37.51%
2004...................................................................   21.64%

(1 )A significant portion of the fund's returns during certain periods was attributable to its investments in IPOs. Although IPO investments have had a positive impact on the fund's performance in the past, there can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus.

The Class A shares' year-to-date total return as of September 30, 2005 is %.

During the periods shown in the bar chart, the highest quarterly return was
[34.24]% (quarter ended [December 31, 1999]) and the lowest quarterly return was
[-17.89]% (quarter ended [September 30, 1998]).

3


AIM GLOBAL EQUITY FUND

PERFORMANCE INFORMATION (continued)

PERFORMANCE TABLE(1)

The following performance table compares the fund's performance to that of a broad-based securities market index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payment of fees, expenses or taxes. The fund is not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the fund may deviate significantly from the performance of the indices shown below.

AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------------
(for the periods ended                                     SINCE             INCEPTION
December 31, 2004)              1 YEAR       5 YEARS       INCEPTION           DATE
--------------------------------------------------------------------------------------
Class A                                                                      09/15/97
  Return Before Taxes           15.82%         1.94%         8.24%
  Return After Taxes on
     Distributions              14.67          0.99          6.95
  Return After Taxes on
     Distributions and Sale of
     Fund Shares                11.12          1.11          6.46
Class B                                                                      09/15/97
  Return Before Taxes           16.06          2.11          8.44
Class C                                                                      01/02/98
  Return Before Taxes           20.00          2.43          9.27
Class R(2)                                                                   09/15/97(2)
  Return Before Taxes
--------------------------------------------------------------------------------------
MSCI World Index(3)             14.72         (2.45)         4.81            08/31/97(6)
Lipper Global Funds Index(4)    14.38         (1.10)         5.33            08/31/97(6)
Lipper Global Multi-Cap Core
  Fund Index(5)                 15.66          1.78          5.66            12/31/97(6)
--------------------------------------------------------------------------------------

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. Although IPO investments have had a positive impact on the fund's performance in the past, there can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the impact of IPO investments on the fund's performance, please see the "Financial Highlights" section of this prospectus.

(2) The returns shown for these periods are the restated historical performance of the fund's Class A shares at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to the Class R shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Class R shares is October 28, 2005.

(3) The MSCI World Index measures the performance of securities listed on stock exchanges of 23 developed countries. In addition, the Lipper Global Multi-Cap Core Fund Index (which may or may not include the fund) is included for comparison to a peer group. The fund has elected to use the Lipper Global Multi-Cap Core Fund Index in comparison to a peer group rather than the Lipper Global Funds Index because Lipper recently modified their global & international classifications to include more narrow categories. Prior to 2004, Lipper did not group these funds based on style characteristics (such as core, growth, and value), but used very broad classifications based on prospectus objectives. The new approach is a more quantitative method for classifying funds.

(4) The Lipper Global Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Global Funds category. These funds invest at least 25% of their portfolios in securities traded outside of the U.S.

(5) The Lipper Global Multi-Cap Core Fund Index is an equally weighted representation of the 10 largest funds in the Lipper Global Multi-Cap Value category. These are funds that, by portfolio practice, invest in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-cap funds typically have 25% to 75% of their assets invested in companies both inside and outside of the U.S. with market capitalizations (on a three-year weighted basis) greater than the 500th-largest company in the S&P/Citigroup World Broad Market Index (BMI). Multi-cap core funds typically have an average price-to-cash flow ratio, price-to-book ratio, and three-year sales-per-share growth value compared to the S&P/Citigroup BMI.

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

4


AIM GLOBAL 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    CLASS R
-------------------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of offering price)                 4.75%(1)    None      None       None

Maximum Deferred Sales Charge (Load)
(as a percentage of
original purchase price
or redemption proceeds,
whichever is less)                                  None(2,3)   5.00%     1.00%      None(4)

Redemption/Exchange Fee (as a percentage
of amount
redeemed/exchanged)                                 2.00%(5)    2.00(5)   2.00(5)    2.00(5)
-------------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(6)

-------------------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                                  CLASS A    CLASS B    CLASS C     CLASS R
-------------------------------------------------------------------------------------------
Management Fees                                     [0.98%     0.98%      0.98%       0.98%]

Distribution and/or
Service (12b-1) Fees(7)                             [0.25      1.00       1.00        0.50]

Other Expenses                                      [0.48      0.48       0.48        0.48]

Total Annual Fund
Operating Expenses                                  [1.71      2.46       2.46        1.96]

Fee Waiver(8)                                       [0.18      0.18       0.18        0.18]

Net Expenses
Operating Expenses(9, 10)                           [1.53      2.28       2.28        1.78]
-------------------------------------------------------------------------------------------

(1) [Effective November 1, 2005, the maximum sales charge (load) imposed on purchases (as a percentage of offering price) of Class A shares will be 5.50%.]

(2) [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.]

(3) [If you are a retirement plan participant and you bought $1,000,000 or more of Class A shares, you may pay a 1.00% CDSC if a total redemption of the retirement plan assets occurs within 12 months from the date of the retirement plan's initial purchase.]

(4) [If you are a retirement plan participant, you may pay a 0.75% CDSC if the distributor paid a concession to the dealer of record and a total redemption of the retirement plan assets occurs within 12 months from the date of the retirement plan's initial purchase.]

(5) [You may be charged a 2.00% fee on redemptions or exchanges of Class A, B, C and R shares held 30 days or less. See "Shareholder Information -- Redeeming Shares -- Redemption Fee" for more information.]

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

(7) [The Board of Trustees has approved a permanent reduction of the Rule 12b-1 fees applicable to Class A shares to 0.25% effective July 1, 2005. Distribution and/or Service (12b-1) Fees reflect this agreement.]

(8) [Effective January 1, 2005 through December 31, 2009, the advisor has contractually agreed to waive a portion of its advisory fees. The Fee Waiver reflects this agreement. (See "Fund Management -- Advisor Compensation" following.)]

(9) [The fund's advisor has also contractually agreed to waive advisory fees or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.75%, 2.50%, 2.50% and 2.00% on Class A, Class B, Class C and Class R shares, respectively. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the limits: (i) interest; (ii) taxes; (iii) extraordinary items (these are expenses that are not anticipated to arise from the fund's day-to-day operations), or items designated as such by the fund's board of trustees;
(iv) expenses related to a merger or reorganization, as approved by the fund's board of trustees; and (v) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with AMVESCAP (as defined herein) described more fully below, the only expense offset arrangements from which the fund benefits are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through December 31, 2005.]

(10) [At the request of the Trustees of AIM Growth Series, AMVESCAP has agreed to reimburse the Trust for fund expenses related to market timing matters. Net Annual Fund Operating Expenses net of the agreement in Note 7 and Note 8 and net of this arrangement were 1.51%, 2.26% and 2.26% on Class A, Class B and Class C shares, respectively, for the year ended December 31, 2004.]

If a financial institution is managing your account you may also be charged a transaction or other fee by such financial institution.

As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds.

The example assumes that you 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, that the fund's operating expenses remain the same and include the effect of any contractual fee waivers and/or expense reimbursements. To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                    [$623    $  935    $1,270     $2,318
Class B                                      731     1,012     1,420      2,532
Class C                                      331       712     1,220      2,719
Class R                                      181       560       964      2,203]
--------------------------------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                    [$623     $935     $1,270     $2,318
Class B                                      231      712      1,220      2,532
Class C                                      231      712      1,220      2,719
Class R                                      181      560        964      2,203]
--------------------------------------------------------------------------------

5


AIM GLOBAL EQUITY FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The following supplemental hypothetical investment information provides additional information in a different format from the preceding Fee Table and Expense Example about the effect of a fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. Because a fund's annual return when quoted is already reduced by the fund's fees and expenses for that year, this hypothetical expense information is intended to help you understand the annual and cumulative impact of a fund's fees and expenses on your investment. Assuming a hypothetical investment of $10,000 in each class of shares of the fund and a 5% return before expenses each year, the chart shows the cumulative return before expenses, the cumulative return after expenses, the ending balance and the estimated annual expenses for each year one through ten. The chart also assumes that the current annual expense ratio stays the same throughout the 10-year period. The current annual expense ratio for each class, which is the same as stated in the Fee Table above, is reflected in the chart and is net of any contractual fee waiver or expense reimbursement. There is no assurance that the annual expense ratio will be the expense ratio for the fund class. To the extent that the advisor makes any waivers or reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. The chart does not take into account initial or contingent deferred sales charges, if any. You should understand that this is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A--ANNUAL EXPENSE
RATIO [1.53]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.47%           7.06%       10.78%       14.62%       18.60%       22.71%       26.97%
End of Year Balance           $10,347.00      $10,706.04   $11,077.54   $11,461.93   $11,859.66   $12,271.19   $12,697.00
Estimated Annual Expenses     $   155.65      $   161.06   $   166.64   $   172.43   $   178.41   $   184.60   $   191.01
-------------------------------------------------------------------------------------------------------------------------

CLASS A--ANNUAL EXPENSE
RATIO [1.53]%                   YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        31.38%       35.93%       40.65%
End of Year Balance           $13,137.59   $13,593.46   $14,065.15
Estimated Annual Expenses     $   197.63   $   204.49   $   211.59]
-------------------------------------------------------------------------------------------------------------------------

CLASS B--ANNUAL EXPENSE
RATIO [2.28]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         2.72%           5.51%        8.38%       11.33%       14.36%       17.47%       20.67%
End of Year Balance           $10,272.00      $10,551.40   $10,838.40   $11,133.20   $11,436.02   $11,747.08   $12,066.60
Estimated Annual Expenses     $   231.10      $   237.39   $   243.84   $   250.48   $   257.29   $   264.29   $   271.48
-------------------------------------------------------------------------------------------------------------------------

CLASS B--ANNUAL EXPENSE
RATIO [2.28]%                   YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        23.95%       28.25%       32.70%
End of Year Balance           $12,394.82   $12,824.92   $13,269.94
Estimated Annual Expenses     $   278.86   $   192.93   $   199.63]
-------------------------------------------------------------------------------------------------------------------------

CLASS C--ANNUAL EXPENSE
RATIO [2.28]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         2.72%           5.51%        8.38%       11.33%       14.36%       17.47%       20.67%
End of Year Balance           $10,272.00      $10,551.40   $10,838.40   $11,133.20   $11,436.02   $11,747.08   $12,066.60
Estimated Annual Expenses     $   231.10      $   237.39   $   243.84   $   250.48   $   257.29   $   264.29   $   271.48
-------------------------------------------------------------------------------------------------------------------------

CLASS C--ANNUAL EXPENSE
RATIO [2.28]%                   YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        23.95%       27.32%       30.78%
End of Year Balance           $12,394.82   $12,731.96   $13,078.26
Estimated Annual Expenses     $   278.86   $   286.45   $   294.24]
-------------------------------------------------------------------------------------------------------------------------

CLASS R--ANNUAL EXPENSE
RATIO [1.78]%                  YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                       [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%        40.71%
Cumulative Return After
  Expenses                        3.22%           6.54%        9.97%       13.52%       17.17%       20.94%        24.84%
End of Year Balance          $10,322.00      $10,654.37   $10,997.44   $11,351.56   $11,717.08   $12,094.37   $12,483. 81
Estimated Annual Expenses    $   180.87      $   186.69   $   192.70   $   198.91   $   205.31   $   211.92   $    218.75
-------------------------------------------------------------------------------------------------------------------------

CLASS R--ANNUAL EXPENSE
RATIO [1.78]%                  YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                       28.86%       33.01%       37.29%
End of Year Balance          $12,885.78   $13,300.71   $13,728.99
Estimated Annual Expenses    $   225.79   $   233.06   $   240.56]
-------------------------------------------------------------------------------------------------------------------------

DISCLOSURE OF PORTFOLIO HOLDINGS


The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at (http://www.aiminvestments.com). To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:

---------------------------------------------------------------------------------------------------------------------------------
                                                    APPROXIMATE DATE OF                          INFORMATION REMAINS
INFORMATION                                           WEBSITE POSTING                             POSTED ON WEBSITE
---------------------------------------------------------------------------------------------------------------------------------
 Top ten holdings as of month end        15 days after month end                      Until posting of the following month's top
                                                                                      ten holdings
---------------------------------------------------------------------------------------------------------------------------------
 Complete portfolio holdings as of       30 days after calendar quarter end           For one year
 calendar quarter end
---------------------------------------------------------------------------------------------------------------------------------

A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at (http://www.aiminvestments.com).

6


AIM GLOBAL EQUITY FUND

FUND MANAGEMENT

THE ADVISOR

A I M Advisors, Inc. (the advisor or AIM) serves as the fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the fund's operations and provides investment advisory services to the fund, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the fund.

The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the fund, encompassing a broad range of investment objectives.

On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) is being created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI agreed to create a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; (iii) that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and that the defendants adopted unlawful distribution plans; (iv) that the defendants breached their fiduciary duties by charging distribution fees while funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same fund were not charged the same distribution fees; (v) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions; and (vi) that the defendants breached their fiduciary duties by failing to ensure that the funds participated in class action settlements in which they were eligible to participate.

Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information.

As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds.

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2004, the advisor received compensation of [0.98%] of average daily net assets. The annual management fee payable to the advisor pursuant to the investment advisory agreement ranges from
[0.975% to 0.90%] of average daily net assets, based on net asset levels. The advisor has contractually agreed to advisory fee waivers for the period January 1, 2005 to December 31, 2009 as part of its settlement with the Attorney General of New York ("NYAG"). The advisor will waive advisory fees to the extent necessary so that the advisory fee payable does not exceed the Advisory Fee Rates After January 1, 2005. Following are the advisory fee rates before and after January 1, 2005.

ADVISORY FEE RATES BEFORE                  ADVISORY FEE RATES AFTER
 JANUARY 1, 2005 WAIVERS                   JANUARY 1, 2005 WAIVERS
              -------------------------------------------------------------
 0.975% of the first $500 million           0.80% of the first $250 million
   0.95% of the next $500 million            0.78% of the next $250 million
  0.925% of the next $500 million            0.76% of the next $500 million
   0.90% of the next $1.5 billion            0.74% of the next $1.5 billion
                                             0.72% of the next $2.5 billion
                                             0.70% of the next $2.5 billion
                                             0.68% of the next $2.5 billion
                                       0.66% of the excess over $10 billion

A discussion regarding the basis for the board of trustees approving the investment advisory agreement of the fund is available in the fund's semi-annual report to shareholders for the six month period ended June 30, 2005.

7


AIM GLOBAL EQUITY FUND

PORTFOLIO MANAGERS

The following individuals are jointly and primarily responsible for the day-to-day management of the fund's portfolio:

- Derek S. Izuel (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1997. As the lead manager, Mr. Izuel generally has final authority over all aspects of the fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with the portfolio holdings. The degree to which Mr. Izuel may perform these functions, and the nature of these functions, may change from time to time.

- Eric Thaller, Portfolio Manager, who has been responsible for the fund since 2002, and has been associated with the advisor and/or its affiliates since 2001. He was an associate for Trust Company of the West in 2000, and an associate for Northfield Information Services, Inc. in 1999.

They are assisted by the advisor's Global Equity Team, which may be comprised of portfolio managers, research analysts and other investment professionals of the advisor. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on the team, including biographies of other members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus.

The fund's Statement of Additional Information provides additional information about the portfolio managers' investments in the fund, a description of their compensation structure, and information regarding other accounts they manage.

OTHER INFORMATION

SALES CHARGES

Effective November 1, 2005, purchases of Class A shares of AIM Global Equity Fund will be 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. As of the date of this prospectus, purchases of Class A shares of AIM Global Equity 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. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section.

DIVIDENDS AND DISTRIBUTIONS

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

DIVIDENDS

The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS

The fund generally distributes long-term and short-term capital gains, if any, annually.

8


AIM GLOBAL 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 [auditors], whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

For a discussion of how investments in IPOs affected the fund's performance, see the "Performance Information" section of this prospectus.

Class R shares commenced operations on the date of this prospectus and, therefore, financial information for such shares is not available.

                                                                                   CLASS A
                                             ------------------------------------------------------------------------------------
                                              SIX MONTHS                             YEAR ENDED DECEMBER 31,
                                                 ENDED          -----------------------------------------------------------------
                                             JUNE 30, 2005        2004           2003          2002          2001          2000
                                             -------------      --------       --------       -------       -------       -------
Net asset value, beginning of period
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both
    realized and unrealized)
=================================================================================================================================
    Total from investment operations
=================================================================================================================================
Less distributions:
  Dividends from net investment income
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains
=================================================================================================================================
    Total distributions
=================================================================================================================================
Redemptions fees added to shares of
  beneficial interest
=================================================================================================================================
Net asset value, end of period
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense
    reimbursements
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense
    reimbursements
=================================================================================================================================
Ratio of net investment income (loss) to
  average net assets
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate
_________________________________________________________________________________________________________________________________
=================================================================================================================================

9


AIM GLOBAL EQUITY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                    CLASS B
                                               ----------------------------------------------------------------------------------
                                                SIX MONTHS                            YEAR ENDED DECEMBER 31,
                                                   ENDED          ---------------------------------------------------------------
                                               JUNE 30, 2005       2004          2003          2002          2001          2000
                                               -------------      -------       -------       -------       -------       -------
Net asset value, beginning of period
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both
    realized and unrealized)
=================================================================================================================================
    Total from investment operations
=================================================================================================================================
Less distributions:
  Dividends from net investment income
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains
=================================================================================================================================
    Total distributions
=================================================================================================================================
Redemptions fees added to shares of
  beneficial interest
=================================================================================================================================
Net asset value, end of period
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense
    reimbursements
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense
    reimbursements
=================================================================================================================================
Ratio of net investment income (loss) to
  average net assets
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate
_________________________________________________________________________________________________________________________________
=================================================================================================================================

10


AIM GLOBAL EQUITY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                     CLASS C
                                                 --------------------------------------------------------------------------------
                                                  SIX MONTHS                           YEAR ENDED DECEMBER 31,
                                                     ENDED          -------------------------------------------------------------
                                                 JUNE 30, 2005       2004          2003         2002          2001          2000
                                                 -------------      -------       ------       -------       -------       ------
Net asset value, beginning of period
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both
    realized and unrealized)
=================================================================================================================================
    Total from investment operations
=================================================================================================================================
Less distributions:
  Dividends from net investment income
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains
=================================================================================================================================
    Total distributions
=================================================================================================================================
Redemptions fees added to shares of beneficial
  interest
=================================================================================================================================
Net asset value, end of period
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense
    reimbursements
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense
    reimbursements
=================================================================================================================================
Ratio of net investment income (loss) to
  average net assets
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate
_________________________________________________________________________________________________________________________________
=================================================================================================================================

11


THE AIM FUNDS

SHAREHOLDER INFORMATION

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

CHOOSING A SHARE CLASS

Most of the funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment relative to a less expensive class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan, if any, applicable to the class (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. In addition, you should consider the other factors described below. Please contact your financial advisor to assist you in making your decision.

CLASS A(1)           CLASS A3          CLASS B(4)          CLASS C           CLASS K           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial      - No initial
  charge               sales charge      charge              sales charge      sales charge      sales charge      sales charge

- Reduced or waived  - No contingent   - Contingent        - Contingent      - Generally, no   - Generally, no   - No contingent
  initial sales        deferred sales    deferred sales    deferred sales      contingent        contingent        deferred sales
  charge for           charge            charge on           charge on         deferred sales    deferred sales    charge
  certain                                redemptions         redemptions       charge(2)         charge(2)
  purchases(2)                           within six years    within one
                                                             year(7)

- Generally, lower   - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  distribution and     0.35%             1.00%             1.00%               0.45%             0.50%             0.25%(3)
  service (12b-1)
  fee than Class B,
  Class C, Class K
  or Class R shares
  (See "Fee Table
  and Expense
  Example")(3)

                     - Does not        - Converts to       - Does not        - Does not        - Does not        - Does not
                       convert to        Class A shares    convert to Class    convert to        convert to        convert to
                       Class A shares    at the end of       A shares          Class A shares    Class A shares    Class A shares
                                         the month which
                                         is eight years
                                         after the date
                                         on which shares
                                         were purchased
                                         along with a pro
                                         rata portion of
                                         its reinvested
                                         dividends and
                                         distributions(5)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally,      - Generally,      - Closed to new
  appropriate for      for a limited     limited to          appropriate       only available    only available    investors,
  long-term            number of         amount less than    for short-        to retirement     to employee       except as
  investors            funds             $100,000(6)         term investors    plans,            benefit           described in
                                                                               educational       plans(9)          the
                                                           - Purchase          savings                             "Purchasing
                                                           orders limited      programs and                        Shares --
                                                             to amount less    wrap programs                       Grandfathered
                                                             than                                                  Investors"
                                                             $1,000,000(8)                                         section of
                                                                                                                   your
                                                                                                                   prospectus
---------------------------------------------------------------------------------------------------------------------------------

Certain funds also offer Institutional Class shares to certain eligible institutional investors; consult the fund's Statement of Additional Information for the Institutional Class shares for details.

(1) As of the close of business on October 30, 2002, Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors.

(2) A contingent deferred sales charge may apply in some cases.

(3) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee.

(4) Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code. These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. Plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases.

(5) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares. AIM Global Equity 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 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.

(6) Any purchase order for Class B shares in an amount equal to or in excess of $100,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation.

(7) A contingent deferred sales charge (CDSC) does not apply to redemption of Class C shares of AIM Short Term Bond Fund unless you exchange Class C shares of another fund that are subject to a CDSC into AIM Short Term Bond Fund.

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THE AIM FUNDS

(8) Any purchase order for Class C shares in an amount equal to or in excess of $1,000,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation.

(9) Generally, Class R shares are only available to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, 457 of the Internal Revenue Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Internal Revenue Code, respectively; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Internal Revenue Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Retirement plans maintained pursuant to Section 403 must be established and maintained by non-profit organizations operating pursuant to Section 501(c)(3) of the Internal Revenue Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

DISTRIBUTION AND SERVICE (12b-1) FEES

Each fund (except AIM Tax-Free Intermediate Fund with respect to its Class A shares and AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio with respect to their Investor Class shares) has adopted 12b-1 plans that allow the fund to pay distribution fees to A I M Distributors, Inc. (ADI) for the sale and distribution of its shares and fees for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Sales charges on the funds and classes of those funds are detailed below. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

Certain categories of persons are permitted to purchase Class A shares of the funds without paying an initial sales charge because their transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available upon request free of charge.

INITIAL SALES CHARGES
The funds (except AIM Short Term Bond Fund) 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 fund is classified.

CATEGORY I INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $   25,000      5.50%          5.82%
                 $ 25,000 but less than $   50,000      5.25           5.54
                 $ 50,000 but less than $  100,000      4.75           4.99
                 $100,000 but less than $  250,000      3.75           3.90
                 $250,000 but less than $  500,000      3.00           3.09
                 $500,000 but less than $1,000,000      2.00           2.04
------------------------------------------------------------------------------

CATEGORY II INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $   50,000      4.75%          4.99%
                 $ 50,000 but less than $  100,000      4.00           4.17
                 $100,000 but less than $  250,000      3.75           3.90
                 $250,000 but less than $  500,000      2.50           2.56
                 $500,000 but less than $1,000,000      2.00           2.04
------------------------------------------------------------------------------

CATEGORY III INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $  100,000      1.00%          1.01%
                 $100,000 but less than $  250,000      0.75           0.76
                 $250,000 but less than $1,000,000      0.50           0.50
------------------------------------------------------------------------------

AIM SHORT TERM BOND FUND INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $  100,000      2.50%          2.56%
                 $100,000 but less than $  250,000      2.00           2.04
                 $250,000 but less than $  500,000      1.50           1.52
                 $500,000 but less than $1,000,000      1.25           1.27
------------------------------------------------------------------------------

SHARES SOLD WITHOUT A SALES CHARGE
You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund.

You will not pay an initial sales charge or a contingent deferred sales charge (CDSC) on Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund.

You will not pay an initial sales charge or a CDSC on Investor Class shares of any 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 and AIM Short Term Bond Fund at net asset value. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

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THE AIM FUNDS

If you currently own Class A shares of a Category I or II fund or AIM Short Term Bond Fund and make additional purchases at net asset value that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

Some retirement plans can purchase Class A shares at their net asset value per share. If ADI paid a concession to the dealer of record in connection with a Large Purchase of Class A shares by a retirement plan, the Class A shares may be subject to a 1% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the plan's initial purchase.

You may be charged a CDSC when you redeem AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC.

ADI may pay a dealer concession and/or a service fee for Large Purchases and purchases by certain retirement plans.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES
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
--------------------------------------------------------------------------------

You can purchase Class C shares of AIM Short Term Bond Fund at their net asset value and not subject to a CDSC. However, you may be charged a CDSC when you redeem Class C shares of AIM Short Term Bond Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS K AND CLASS R SHARES
You can purchase Class K and Class R shares at their net asset value per share. If ADI pays a concession to the dealer of record, however, the Class K shares are subject to a 0.70% CDSC and the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within 12 months from the date of the retirement plan's initial purchase.

COMPUTING A CDSC
The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current market value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, we will assume that you are redeeming shares on which there is no CDSC first and, then, shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial advisor must notify the transfer agent at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges. You or your financial consultant must provide other account numbers to be considered for Rights of Accumulation, or mark the Letter of Intent section on the account application, or provide other relevant documentation, so that the transfer agent can verify your eligibility for the reduction or exception. Consult the fund's Statement of Additional Information for details.

REDUCED SALES CHARGES
You may be eligible to buy Class A shares at reduced initial sales charge rates under Rights of Accumulation or Letters of Intent under certain circumstances.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent.

RIGHTS OF ACCUMULATION
You may combine your new purchases of Class A shares of a fund with fund shares currently owned (Class A, B, C, K or R) and investments in the AIM College Savings Plan(SM) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the public offering price of all other shares you own. The transfer agent may automatically link certain accounts registered in the same name, with the same taxpayer identification number, for the purpose of qualifying you for lower initial sales charge rates.

LETTERS OF INTENT
Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of the funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full face amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested.

INITIAL SALES CHARGE EXCEPTIONS
You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain funds; and

- when a merger, consolidation, or acquisition of assets of a fund occurs.

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A-3


THE AIM FUNDS

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS
You will not pay a CDSC

- if you redeem Class B shares you held for more than six years;

- if you redeem Class C shares you held for more than one year;

- if you redeem Class C shares of a fund other than AIM Short Term Bond Fund and you received such Class C shares by exchanging Class C shares of AIM Short Term Bond Fund;

- if you redeem Class C shares of AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another fund and the original purchase was subject to a CDSC;

- if you are a participant in a retirement plan and your plan redeems, at any time, less than all of the Class A, C, K or Class R shares held through such plan that would otherwise be subject to a CDSC;

- if you are a participant in a retirement plan and your plan redeems, after having held them for more than one year from the date of the plan's initial purchase, all of the Class A, C, K or Class R shares held through such plan that would otherwise be subject to a CDSC;

- if you are a participant in a qualified retirement plan and redeem Class A, Class C, Class K or Class R shares in order to fund a distribution;

- if you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period;

- if you redeem shares to pay account fees;

- for redemptions following the death or post-purchase disability of a shareholder or beneficial owner;

- if you redeem shares acquired through reinvestment of dividends and distributions; and

- on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares at reduced or without sales charges. Consult the fund's Statement of Additional Information for details.

ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS

The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments from their own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates.

ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law.

ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets.

You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you

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THE AIM FUNDS

additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES

While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except the money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders.

AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds:

(1) trade activity monitoring;

(2) trading guidelines;

(3) redemption fee on trades in certain funds; and

(4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds.

Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests.

The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures that would limit frequent purchases and redemptions of such funds' shares. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons:

- The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.

- One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds.

- The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

- Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations.

The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with short-term durations than may otherwise be required, the fund's yield could be negatively impacted.

TRADE ACTIVITY MONITORING

The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above.

The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading.

TRADING GUIDELINES

If you exceed four exchanges out of a fund (other than AIM Money Market Fund, AIM Tax-Exempt Cash Fund, AIM Limited Maturity Treasury Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio) per calendar year, or a

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THE AIM FUNDS

fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year.

The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts.

Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle.

REDEMPTION FEE

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of purchase. See "Redeeming Shares -- Redemption Fee" for more information.

The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts.

For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee".

FAIR VALUE PRICING

Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

See "Pricing of Shares -- Determination of Net Asset Value" for more information.

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THE AIM FUNDS

PURCHASING SHARES

If you hold your shares through a broker/dealer or other financial institution, your eligibility to purchase those shares, the conditions for purchase and sale, and the minimum and maximum amounts allowed may differ depending on that institution's policies.

MINIMUM INVESTMENTS PER FUND ACCOUNT

There are no minimum investments with respect to Class K or Class R shares for fund accounts. The minimum investments with respect to Class A, A3, B and C shares and Investor Class shares for fund accounts are as follows:

                                                                              INITIAL                       ADDITIONAL
TYPE OF ACCOUNT                                                             INVESTMENTS                    INVESTMENTS
-------------------------------------------------------------------------------------------------------------------------
Employer-Sponsored Retirement Plans (includes section 401,     $   0 ($25 per fund investment for              $25
403 and                                                                salary deferrals from
457 plans, and SEP, SARSEP and SIMPLE IRA plans)                       Employer-Sponsored Retirement
                                                                       Plans)

Systematic Purchase Plan                                          50                                            50

IRA, Roth IRA or Coverdell ESA                                   250                                            25

All other accounts                                             1,000                                            50

ADI has the discretion to accept orders for lesser amounts.
-------------------------------------------------------------------------------------------------------------------------

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information.

PURCHASE OPTIONS

                                       OPENING AN ACCOUNT                         ADDING TO AN ACCOUNT
-------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor            Contact your financial advisor.            Same
By Mail                                Mail completed account application and     Mail your check and the remittance slip
                                       check to the transfer agent, AIM           from your confirmation statement to the
                                       Investment Services, Inc., P.O. Box        transfer agent.
                                       4739, Houston, TX 77210-4739.
By Wire                                Mail completed account application to      Call the transfer agent to receive a
                                       the transfer agent. Call the transfer      reference number. Then, use the wire
                                       agent at (800) 959-4246 to receive a       instructions at left.
                                       reference number. Then, use the
                                       following wire instructions:
                                       Beneficiary Bank ABA/Routing #:
                                       113000609
                                       Beneficiary Account Number: 00100366807
                                       Beneficiary Account Name: AIM
                                       Investment Services, Inc.
                                       RFB: Fund Name, Reference #
                                       OBI: Your Name, Account #

By Telephone                           Open your account using one of the         Select the AIM Bank
                                       methods described above.                   Connection--Servicemark-- option on
                                                                                  your completed account application or
                                                                                  complete an AIM Bank Connection form.
                                                                                  Mail the application or form to the
                                                                                  transfer agent. Once the transfer agent
                                                                                  has received the form, call the
                                                                                  transfer agent to place your purchase
                                                                                  order.
                                                                                  Call the AIM 24-hour Automated Investor
                                                                                  Line at 1-800-246-5463. You may place
                                                                                  your order after you have provided the
                                                                                  bank instructions that will be
                                                                                  requested.

By Internet                            Open your account using one of the         Access your account at
                                       methods described above.                   www.aiminvestments.com. The proper bank
                                                                                  instructions must have been provided on
                                                                                  your account. You may not purchase
                                                                                  shares in retirement accounts on the
                                                                                  internet.
-------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

GRANDFATHERED INVESTORS

Investor Class shares of a fund may be purchased only by: (1) persons or entities who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by ADI (the Grandfathered Funds) and have continuously maintained such account in Investor Class shares since April 1, 2002; (2) any person or entity listed in the account registration for any Grandfathered Funds, which account was established prior to April 1, 2002 and continuously maintained since April 1, 2002, such as joint owners, trustees, custodians and designated beneficiaries; (3) customers of certain financial institutions, wrap accounts or other fee-based advisory programs, or insurance company separate accounts, which have had relationships with ADI and/or any of the Grandfathered Funds prior to April 1, 2002 and continuously maintained such relationships since April 1, 2002; (4) defined benefit, defined contribution and deferred compensation plans; and (5) fund trustees, employees of AMVESCAP PLC and its subsidiaries, AMVESCAP directors, and their immediate families.

SPECIAL PLANS

SYSTEMATIC PURCHASE PLAN
You can arrange for periodic investments in any of the funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $50. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING
Dollar Cost Averaging allows you to make automatic monthly or quarterly exchanges, if permitted, from one fund account to one or more other fund accounts with the identical registration. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another fund is $50. You may participate in a dollar cost averaging program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Dollar Cost Averaging program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year.

AUTOMATIC DIVIDEND INVESTMENT
All of your dividends and distributions may be paid in cash or invested in any fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You may invest your dividends and distributions per the rules listed in the "Permitted Exchanges" section.

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

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

(2) Both accounts must have identical registration information.

PORTFOLIO REBALANCING PROGRAM
If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your fund holdings should be rebalanced, on a percentage basis, between two and ten of your funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your funds for shares of the same class of one or more other funds in your portfolio. Rebalancing will NOT occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. You may realize taxable gains from these exchanges. We may modify, suspend or terminate the Program at any time on 60 days prior written notice. You may participate in a portfolio rebalancing program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Portfolio Rebalancing Program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year.

RETIREMENT PLANS
Shares of most of the funds can be purchased through tax-sheltered retirement plans made available to corporations, individuals and employees of non-profit organizations and public schools. A plan document must be adopted to establish a retirement plan. You may use AIM sponsored retirement plans, which include IRAs, Roth IRAs, SIMPLE IRA plans, SEP/SARSEP plans, 403(b) plans, Solo 401(k) plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. AIM Investment Services, Inc. assesses certain fees associated with the maintenance of certain types of retirement plan accounts and the provision of specialized recordkeeping services for those plan accounts. ADI assesses certain fees associated with the maintenance of retirement plan documents for which it acts as the prototype sponsor. Contact your financial advisor for details.

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THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEE

You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase:

AIM Asia Pacific Growth Fund  AIM Global Value Fund
AIM Developing Markets Fund   AIM High Yield Fund
AIM European Growth Fund      AIM International Core Equity Fund
AIM European Small Company    AIM International Growth Fund
Fund                          AIM International Small Company Fund
AIM Global Aggressive Growth  AIM S&P 500 Index Fund
Fund                          AIM Trimark Fund
AIM Global Equity Fund
AIM Global Growth Fund
AIM Global Real Estate Fund

The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last.

The 2% redemption fee generally will not be charged on transactions involving the following:

(1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee;

(2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee;

(3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the Code) where the systematic capability to process the redemption fee does not exist;

(4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments;

(5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary;

(6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or
(ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability;

(7) total or partial redemption of shares acquired through investment of dividends and other distributions; or

(8) redemptions initiated by a fund.

The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above.

Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to assess redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund.

The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes.

Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee.

REDEMPTION OF CLASS A SHARES AND AIM CASH RESERVE SHARES ACQUIRED BY EXCHANGE

If you purchase $1,000,000 or more of Class A shares of any fund, or if you make additional purchases of Class A shares on and after

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THE AIM FUNDS

October 31, 2002 at net asset value, your shares may be subject to a CDSC upon redemption as described below.

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of Category  - Class A shares of Category I     - 1% if shares are redeemed
  I or II Fund or AIM Short     or II Fund or AIM Short Term       within 18 months of initial
  Term Bond Fund                Bond Fund                          purchase of Category I or II
                              - Class A shares of Category III     Fund or AIM Short Term Bond
                                Fund(2)                            Fund shares
                              - AIM Cash Reserve Shares of AIM
                                Money Market Fund

- Class A shares of Category  - Class A shares of Category I     - 1% if shares are redeemed
  III Fund(1)                   or II Fund or AIM Short Term       within 18 months of initial
                                Bond Fund                          purchase of Category III Fund
                                                                   shares

- Class A shares of Category  - Class A shares of Category III   - No CDSC
  III Fund(1)                   Fund(2)
                              - Class A shares of AIM Tax-
                                Exempt Cash Fund
                              - AIM Cash Reserve Shares of AIM
                                Money Market

(1) As of the close of business on October 30, 2002, only existing shareholders of Class A shares of a Category III Fund may purchase such shares.
(2) Beginning on February 17, 2003, Class A shares of a Category I, II or III Fund or AIM Short Term Bond Fund may not be exchanged for Class A shares of Category III 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 Advisor        Contact your financial advisor, including
                                   your retirement plan or program sponsor.

By Mail                            Send a written request to the transfer
                                   agent. Requests must include (1) original
                                   signatures of all registered
                                   owners/trustees; (2) the name of the fund
                                   and your account number; (3) if the transfer
                                   agent does not hold your shares, endorsed
                                   share certificates or share certificates
                                   accompanied by an executed stock power; and
                                   (4) signature guarantees, if necessary (see
                                   below). The transfer agent may require that
                                   you provide additional information, such as
                                   corporate resolutions or powers of attorney,
                                   if applicable. If you are redeeming from an
                                   IRA account, you must include a statement of
                                   whether or not you are at least 59 1/2 years
                                   old and whether you wish to have federal
                                   income tax withheld from your proceeds. The
                                   transfer agent may require certain other
                                   information before you can redeem from an
                                   employer-sponsored retirement plan. Contact
                                   your employer for details.

By Telephone                       Call the transfer agent at 1-800-959-4246 or
                                   our AIM 24-hour Automated Investor Line at
                                   1-800-246-5463. You will be allowed to
                                   redeem by telephone if (1) the proceeds are
                                   to be mailed to the address on record (if
                                   there has been no change communicated to us
                                   within the last 30 days) or transferred
                                   electronically to a pre-authorized checking
                                   account; (2) you do not hold physical share
                                   certificates; (3) you can provide proper
                                   identification information; (4) the proceeds
                                   of the redemption do not exceed $250,000;
                                   and (5) you have not previously declined the
                                   telephone redemption privilege. Certain
                                   retirement accounts and 403(b) plans, may
                                   not be redeemed by telephone. For funds
                                   other than Premier Portfolio, Premier
                                   Tax-Exempt Portfolio and Premier U.S.
                                   Government Money Portfolio, the transfer
                                   agent must receive your call during the
                                   hours of the customary trading session of
                                   the New York Stock Exchange (NYSE) in order
                                   to effect the redemption at that day's
                                   closing price. For Premier Portfolio,
                                   Premier Tax-Exempt Portfolio and Premier
                                   U.S. Government Money Portfolio, the
                                   transfer agent must receive your call before
                                   the last net asset value determination on a
                                   business day in order to effect the
                                   redemption at that day's closing price. You
                                   may, with limited exceptions, redeem from an
                                   IRA account by telephone. Redemptions from
                                   other types of retirement accounts may be
                                   requested in writing.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by internet if (1) you do not hold
                                   physical share certificates; (2) you can
                                   provide proper identification information;
                                   (3) the proceeds of the redemption do not
                                   exceed $250,000; and (4) you have already
                                   provided proper bank information. AIM
                                   prototype retirement accounts may not be
                                   redeemed on the internet. For funds other
                                   than Premier Portfolio, Premier Tax-Exempt
                                   Portfolio and Premier U.S. Government Money
                                   Portfolio, the transfer agent must confirm
                                   your transaction during the hours of the
                                   customary trading session of the NYSE in
                                   order to effect the redemption at that day's
                                   closing price. For Premier Portfolio,
                                   Premier Tax-Exempt Portfolio and Premier
                                   U.S. Government Money Portfolio, the
                                   transfer agent must confirm your transaction
                                   before the last net asset value
                                   determination on a business day in order to
                                   effect the redemption at that day's closing
                                   price.


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THE AIM FUNDS

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check, you will be required to wait up to ten business days before we will send your redemption proceeds. This delay is necessary to ensure that the purchase check has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted.

REDEMPTION BY MAIL
If you mail us a request in good order to redeem your shares, we will mail you a check in the amount of the redemption proceeds to the address on record with us. If your request is not in good order, you may have to provide us with additional documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE
If you redeem by telephone, we will mail you a check in the amount of the redemption proceeds to your address of record (if there has been no change communicated to the transfer agent within the previous 30 days) or transmit them electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine, but we are not liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET
If you redeem by internet, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by internet are genuine, but we are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC REDEMPTIONS
You may arrange for regular monthly or quarterly withdrawals from your account of at least $50. You also may make annual withdrawals if you own Class A shares. We will redeem enough shares from your account to cover the amount withdrawn. You must have an account balance of at least $5,000 to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

EXPEDITED REDEMPTIONS
(AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)
If we receive your redemption order before 11:30 a.m. Eastern Time, we will try to transmit payment of redemption proceeds on that same day. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we generally will transmit payment on the next business day.

REDEMPTIONS BY CHECK
(CLASS A SHARES OF AIM TAX-EXEMPT CASH FUND, AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND AND INVESTOR CLASS SHARES OF AIM MONEY MARKET FUND, AIM TAX-EXEMPT CASH FUND, PREMIER PORTFOLIO, PREMIER TAX-EXEMPT PORTFOLIO AND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO ONLY)

You may redeem shares of these funds by writing checks in amounts of $250 or more if you have completed an authorization form. Redemption by check is not available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $250,000;

(2) you request that payment be made to someone other than the name registered on the account;

(3) you request that payment be sent somewhere other than the bank of record on the account; or

(4) you request that payment be sent to a new address or an address that changed in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution.

REDEMPTIONS IN KIND

Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).

REDEMPTIONS BY THE FUNDS

If your account (Class A, Class A3, Class B, Class C and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 ($250 for Investor Class shares) for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the funds have the right to redeem the account after giving you 60 days' prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 ($250 for Investor Class shares) or by utilizing the Automatic Investment Plan.

If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one fund for those of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire. Exchange privileges also apply to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992.

You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee."

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THE AIM FUNDS

PERMITTED EXCHANGES

Except as otherwise stated under "Exchanges Not Permitted," you generally may exchange your shares for shares of the same class of another fund.

------------------------------------------------------------------------------------------------------------------------------------
EXCHANGE FROM                                  EXCHANGE TO                                ALLOWED                  PROHIBITED
------------------------------------------------------------------------------------------------------------------------------------
Class A                  Class A, A3, Investor Class, or AIM Cash Reserve
                         Shares. Exceptions are:
                         - Class A Shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
                         - Class A Shares of AIM Limited   Maturity Treasury                             X
                         Fund, AIM Tax-Exempt Cash Fund and AIM Tax-Free
                           Intermediate Fund cannot be exchanged for Class A3
                           Shares of those funds.
                         - Investor Class Shares of all   funds are currently
                         offered to new investors only on a limited basis.
------------------------------------------------------------------------------------------------------------------------------------
Class A                  Class B, C, K, R, Institutional Class Shares or Shares
                         of the AIM Summit Fund.                                                                                   X
------------------------------------------------------------------------------------------------------------------------------------
Class A3                 Class A, A3, Investor Class, or AIM Cash Reserve
                         Shares. Exceptions are:
                         - Class A3 Shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund cannot be                               X
                           exchanged for Class A Shares of those funds.
                         - Investor Class Shares of all   funds are currently
                         offered to new investors only on a limited basis.
------------------------------------------------------------------------------------------------------------------------------------
Class A3                 Class B, C, K, R, Institutional Class Shares, or shares
                         of AIM Summit Fund.                                                                                       X
------------------------------------------------------------------------------------------------------------------------------------
Class B                  Class B. Exceptions are:
                         - Class B Shares of other funds   cannot be exchanged                           X
                         for Class B Shares of AIM Floating Rate Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class B                  Class A, A3, C, K, R, AIM Cash Reserve Shares,
                         Institutional, Investor Class Shares, or shares of AIM                                                    X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class C                  Class C. Exceptions are:
                         - Class C shares of other funds   cannot be exchanged                           X
                         for Class C shares of AIM Floating Rate Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class C                  Class A, A3, B, K, R, AIM Cash Reserve Shares,
                         Institutional, Investor Class shares or shares of AIM                                                     X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class K                  Class K                                                                         X
------------------------------------------------------------------------------------------------------------------------------------
Class K                  Class A, A3, B, C, R, AIM Cash Reserve Shares,
                         Institutional, Investor Class shares, or shares of AIM                                                    X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class R                  Class R                                                                         X
------------------------------------------------------------------------------------------------------------------------------------
Class R                  Class A, A3, B, C, K, AIM Cash Reserve Shares,
                         Institutional, Investor Class shares, or shares of AIM                                                    X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
AIM Cash Reserve Shares  Class A, A3, B, C, R, or Investor Class shares.
                         Exceptions are:
                         - Class A shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
                         - Shares to be exchanged for   Class B, C or R shares                           X
                         must not have been acquired by exchange from Class A
                           shares of any fund.
                         - Investor Class Shares of all   funds are currently
                         offered to new investors only on a limited basis.
------------------------------------------------------------------------------------------------------------------------------------
AIM Cash Reserve Shares  Class K, Institutional Class shares, or shares of AIM
                         Summit Fund.                                                                                              X
------------------------------------------------------------------------------------------------------------------------------------
Institutional Class      Institutional Class                                                             X
------------------------------------------------------------------------------------------------------------------------------------
Institutional Class      Class A, A3, B, C, K, R, AIM Cash Reserve Shares,
                         Investor Class shares, or shares of AIM Summit Fund.                                                      X
------------------------------------------------------------------------------------------------------------------------------------
Investor Class           A, A3, or Investor Class. Exceptions are:
                         - Investor Class shares cannot   be exchanged for Class
                         A shares of any fund which offers Investor Class
                           shares.                                                                       X
                         - Class A shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
------------------------------------------------------------------------------------------------------------------------------------
Investor Class           Class B, C, K, R, AIM Cash Reserve Shares,
                         Institutional Class shares, or shares of AIM Summit                                                       X
                         Fund.
------------------------------------------------------------------------------------------------------------------------------------
AIM Summit Fund          Class A, A3, or AIM Cash Reserve Shares. Exceptions
                         are:
                         - Class A shares of AIM Limited   Maturity Treasury                             X
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
------------------------------------------------------------------------------------------------------------------------------------
AIM Summit Fund          Class B, C, K, R, Institutional or Investor Class
                         shares.                                                                                                   X
------------------------------------------------------------------------------------------------------------------------------------

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.

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THE AIM FUNDS

EXCHANGES NOT SUBJECT TO A SALES CHARGE
You will not pay an initial sales charge when exchanging:
(1) Class A shares with an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for

(a) Class A shares of another fund;

(b) AIM Cash Reserve Shares of AIM Money Market Fund; or

(c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.
(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

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

(b) Class A shares of another Fund, but only if

(i) you acquired the original shares before May 1, 1994; or
(ii) you acquired the original shares on or after May 1, 1994 by way of an exchange from shares with higher initial sales charges; or
(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for

(a) Class A shares of a fund subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if you acquired the original shares

(i) prior to May 1, 1994 by exchange from Class A shares subject to an initial sales charge;

(ii) on or after May 1, 1994 by exchange from Class A shares subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or
(4) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund for

(a) AIM Cash Reserve Shares of AIM Money Market Fund; or

(b) Class A shares of AIM Tax-Exempt Cash Fund; or
(5) Investor Class shares for Class A or Class A3 shares of any fund which does not offer Investor Class shares. You will not pay a CDSC or other sales charge when exchanging:
(1) Class A shares for other Class A shares;
(2) Class B shares for other Class B shares;
(3) Class C shares for other Class C shares;
(4) Class K shares for other Class K shares;
(5) Class R shares for other Class R shares.
EXCHANGES NOT PERMITTED

For shares purchased prior to November 15, 2001, you may not exchange:
(1) Class A shares of Category I or II funds (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;
(2) Class A shares of Category III funds purchased at net asset value for Class A shares of a Category I or II fund, Class A shares of AIM Short Term Bond Fund;
(3) on or after January 15, 2002, AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of Category III AIM Funds that are subject to a CDSC. For shares purchased on or after November 15, 2001, you may not exchange:
(1) Class A shares of Category I or II fund, Class A shares of AIM Short Term Bond Fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;
(2) Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or
(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any fund or for Class A shares of any fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II fund or AIM Short Term Bond 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 or AIM Short Term Bond Fund.
EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- Shares of the fund you wish to acquire must be available for sale in your state of residence;

- Exchanges must be made between accounts with identical registration information;

- The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9);

- Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and

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

TERMS OF EXCHANGE

Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by

MCF--07/05 B

A-13


THE AIM FUNDS

applicable law, but may impose changes at any time for emergency purposes.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of each registered owner exactly as the shares are registered, the account registration and account number, the dollar amount or number of shares to be exchanged and the names of the funds from which and into which the exchange is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if you do not hold physical share certificates and you provide the proper identification information.

EXCHANGING CLASS B, CLASS C AND CLASS R SHARES

If you make an exchange involving Class B or Class C shares or Class R shares subject to a CDSC, the amount of time you held the original shares will be credited to the holding period of the Class B, Class C or Class R shares, respectively, into which you exchanged for the purpose of calculating contingent deferred sales charges (CDSC) if you later redeem the exchanged shares. If you redeem Class B or Class C shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the Class B or Class C shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.

EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:
- REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;
- MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND;
- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE SYSTEMATIC PURCHASE PLAN AND SYSTEMATIC REDEMPTION PLAN OPTIONS ON THE SAME ACCOUNT; OR
- SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of

MCF--07/05 B

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THE AIM FUNDS

certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the AIM valuation committee may fair value the security using procedures approved by the Boards of Trustees.

Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent a fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Bond Market Association recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if the Bond Market Association recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

TIMING OF ORDERS

For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day.

For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the last net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order.

For all funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these funds remain open after such closing time.

The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the

MCF--07/05 B

A-15


THE AIM FUNDS

type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax.

INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS.

The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

MCF--07/05 B

A-16

OBTAINING ADDITIONAL INFORMATION

More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of 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. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.

If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-4739 or

BY TELEPHONE:          (800) 959-4246

ON THE INTERNET:       You can send us a request by
                       e-mail or download
                       prospectuses, SAIs, annual or
                       semiannual reports via our
                       website:
                       http://www.aiminvestments.com
THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED
  ON FORM N-Q, ARE ALSO AVAILABLE AT
  WWW.AIMINVESTMENTS.COM.

You also can review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplication fee, by sending a letter to the SEC's Public Reference Room, 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 Equity Fund
   SEC 1940 Act file number: 811-2699
----------------------------------------

AIMinvestments.com     GEQ-PRO-1
                YOUR GOALS. OUR SOLUTIONS.   [AIM INVESTMENTS LOGO APPEARS HERE]
                 --Registered Trademark--          --Registered Trademark--


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION--DATED AUGUST 11, 2005

AIM INCOME ALLOCATION FUND

PROSPECTUS
OCTOBER 28, 2005

AIM Income Allocation Fund seeks a high level of current income with growth of capital as a secondary objective.


This prospectus contains important information about the Class A, B, C and R shares of the fund. Please read it before investing and keep it for future reference.

As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime.

An investment in the fund:
- is not FDIC insured;
- may lose value; and
- is not guaranteed by a bank.



AIM INCOME ALLOCATION FUND

TABLE OF CONTENTS

INVESTMENT OBJECTIVE AND STRATEGIES                  1
------------------------------------------------------
PRINCIPAL RISKS OF INVESTING IN THE FUND             1
------------------------------------------------------
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3

Expense Example                                      3

Hypothetical Investment and Expense
  Information                                        4
DISCLOSURE OF PORTFOLIO HOLDINGS                     5
------------------------------------------------------

FUND MANAGEMENT                                      6
------------------------------------------------------
The Advisor                                          6

Advisor Compensation                                 6

Portfolio Managers                                   6

OTHER INFORMATION                                    7
------------------------------------------------------
Sales Charges                                        7

Dividends and Distributions                          7

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------
Choosing a Share Class                             A-1

Excessive Short-Term Trading Activity
  Disclosures                                      A-5

Purchasing Shares                                  A-7

Redeeming Shares                                   A-9

Exchanging Shares                                 A-11

Pricing of Shares                                 A-14

Taxes                                             A-15

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

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a service mark of A I M Management Group Inc. and AIM Funds Management Inc.

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations.



AIM INCOME ALLOCATION FUND

INVESTMENT OBJECTIVE AND STRATEGIES

The fund's investment objective is to achieve a high level of current income with growth of capital as 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 objective by investing its assets in other AIM mutual funds which primarily invest in international or domestic equities, bonds or REIT's. The fund is a "fund of funds," which means that it invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The advisor uses a two-step process to create the fund's portfolio. The first step is a strategic asset allocation by the advisor among broad asset classes. The second step involves the actual selection by the advisor of underlying funds to represent the broad asset classes and the determination by the advisor of target weightings in these underlying funds. The fund's target allocation is to invest 65% of its total assets in fixed-income funds and 35% of its assets in equity funds. For cash management purposes, the fund may also hold a portion of its assets in cash or cash equivalents.

The advisor monitors the selection of underlying funds to ensure that they continue to conform to the fund's asset class allocations and rebalances the fund's investments in the underlying funds on an annual basis to keep them within their target weightings. However, the advisor may choose to rebalance on a more frequent basis if it believes it is appropriate to do so. The advisor may change the fund's asset class allocations, the underlying funds or the target weightings in the underlying funds without shareholder approval.

In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents or U.S. Government 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 that you receive from the fund may vary.

Fund of Funds Risk

The fund pursues its investment objective by investing its assets in other underlying funds rather than investing directly in stocks, bonds, cash or other investments. The fund's investment performance depends on the investment performance of the underlying funds in which it invests. Therefore, the risks associated with an investment in a fund of funds include the risks associated with an investment in the underlying funds. Some of these risks are discussed below under the heading "Risks of Underlying Funds."

There is a risk that the advisor's evaluations and assumptions regarding the fund's broad asset classes or the underlying funds in which the fund invests may be incorrect based on actual market conditions. There is a risk that the fund will vary from the target weightings in the underlying funds due to factors such as market fluctuations. There can be no assurance that the underlying funds will achieve their investment objectives, and the performance of the underlying funds may be lower than the asset class which they were selected to represent. The underlying funds may change their investment objectives or policies without the approval of the fund. If that were to occur, the fund might be forced to withdraw its investment from the underlying fund at a time that is unfavorable to the fund.

The advisor has the ability to select and substitute the underlying funds in which the fund invests, and may be subject to potential conflicts of interest in selecting underlying funds because it may receive higher fees from certain underlying funds than others. However, as a fiduciary to the fund, the advisor is required to act in the fund's best interest when selecting underlying funds.

Risks of Underlying Funds

The value of your investment in the fund will go up and down with the prices of the securities held by the underlying funds in which the fund invests. Debt securities are particularly vulnerable to credit risk and interest rate fluctuations. 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 prices of high-coupon U.S. Government agency mortgage-backed securities fall more slowly when interest rates rise than do prices of traditional fixed-rate securities. Some of the securities purchased by the underlying fund are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

Mortgage-backed and asset-backed securities in which an underlying fund invests are subject to different risks from those which are applicable to bonds and, as a result, may respond to changes in interest rates differently. If interest rates fall, some people will refinance or pay off their mortgages ahead of time, which may cause mortgage-backed securities to lose value. If interest rates rise, many people may refinance or prepay their mortgages at a slower-than-expected rate. This may effectively lengthen the life of mortgage- backed securities, which may cause the securities to be more sensitive to changes in interest rates.

The values of convertible securities in which an underlying 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, because 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 underlying funds.

1


AIM INCOME ALLOCATION FUND

PRINCIPAL RISKS OF INVESTING IN THE FUND (CONTINUED)

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. These factors will probably affect the equity securities of smaller companies more than the equity securities of larger, more-established companies. Also, because 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 underlying fund to sell securities at a desirable price.

Foreign securities in which an underlying fund invests 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.

If the seller of a repurchase agreement in which an underlying fund invests defaults on its obligation or declares bankruptcy, the fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.

The underlying funds may invest in debt instruments, such as notes and bonds. There is a possibility that the issuers of these instruments will be unable to meet interest payments or repay principal. Changes in the financial strength of an issuer may reduce the credit rating of its debt instruments and may affect their value.

Compared to higher-quality debt securities, junk bonds involve greater risk of default or price changes due to changes in the credit quality of the issuer and because they are generally unsecured and may be subordinated to other creditor's claims. The value of junk bonds often fluctuates in response to company, political or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. During those times, the bonds could be difficult to value or to sell at a fair price. Credit ratings on junk bonds do not necessarily reflect their actual market risk.

The underlying funds may invest in obligations issued by agencies and instrumentalities of the U.S. Government. These obligations vary in the level of support they receive from the U.S. Government. They may be: (i) supported by the full faith and credit of the U.S. Treasury, such as those of the Government National Mortgage Association; (ii) supported by the right of the issuer to borrow from the U.S. Treasury, such as those of the Federal National Mortgage Association; (iii) supported by the discretionary authority of the U.S. Government to purchase the issuer's obligations, such as those of the Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

High-coupon U.S. Government agency mortgage-backed securities provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying fund may purchase such securities at a premium. If these securities experience a faster principal prepayment rate than expected, both the market value of and income from such securities will decrease.

Governmental regulation, difficulties in obtaining adequate financing and investment return, environmental issues, prices of fuel for generation of electricity, availability of natural gas, risks associated with the power marketing and trading, and risks associated with nuclear power facilities may adversely affect the market value of an underlying fund's holdings. The recent trend towards deregulation in the utility industries presents special risks. Some companies may be faced with increased competition and may become less profitable.

The principal risk of investments in synthetic instruments is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. Also, synthetic instruments are subject to counter party risk which is the risk that the other party in the transaction will not fulfill its contractual obligation to complete the transaction with the underlying fund.

An underlying fund could conceivably hold real estate directly if a company defaults on debt securities the fund owns. In that event, an investment in the underlying fund may have additional risks relating to direct ownership in real estate, including difficulties in valuing and trading real estate, declines in value of the properties, risks relating to general and local economic conditions, changes in the climate for real estate, increases in taxes, expenses and costs, changes in laws, casualty and condemnation losses, rent control limitations and increases in interest rates.

The value of an underlying fund's investment in REITs is affected by the factors listed hereto, as well as the management skill of the persons managing the REIT. Because REITs have expenses of their own, you will bear a proportionate share of those expenses in addition to those of the fund. If an underlying fund focuses its investments in REITs and other companies related to the real estate industry, the value of the shares may rise and fall more than the value of shares of an underlying fund that invests in a broader range of companies.

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

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

2


AIM INCOME ALLOCATION FUND

FEE TABLE AND EXPENSE EXAMPLE

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

SHAREHOLDER FEES
--------------------------------------------------------------------------------
(fees paid directly from
your investment)                      CLASS A    CLASS B    CLASS C    CLASS R
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)                         5.50%      None       None        None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase price
or redemption proceeds,
whichever is less)                      None(1,2)   5.00%     1.00%       None(3)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(4)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                     CLASS A    CLASS B    CLASS C    CLASS R
--------------------------------------------------------------------------------
Management Fees                         0.00%      0.00%      0.00%      0.00%

Distribution and/or
Service (12b-1) Fees                   [0.25       1.00       1.00      0.50]

Other Expenses(5)                      [0.68       0.68       0.68      0.68]

Total Annual Fund
Operating Expenses                     [0.93       1.68       1.68      1.18]

Fee Waiver(6)                          [0.64       0.64       0.64      0.64]

Net Annual Fund Operating Expenses     [0.29       1.04       1.04      0.54]

Estimated Indirect Expenses of
Underlying Funds(7)                    [0.71       0.71       0.71      0.71]

Total Annual Fund Operating Expenses
and Estimated Indirect Expenses of
Underlying Funds                       [1.00       1.75       1.75      1.25]
--------------------------------------------------------------------------------

(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 1.00% contingent deferred sales charge (CDSC) at the time of redemption.]
(2) [If you are a retirement plan participant and you bought $1,000,000 or more of Class A shares, you may pay a 1.00% CDSC if a total redemption of the retirement plan assets occurs within 12 months from the date of the retirement plan's initial purchase.]
(3) [If you are a retirement plan participant, you may pay a 0.75% CDSC if the distributor paid a concession to the dealer of record and a total redemption of the retirement plan assets occurs within 12 months from the date of the retirement plan's initial purchase.]
(4) [There is no guarantee that actual expenses will be the same as those shown in the table.]
(5) [Other Expenses are based on estimated average assets for the current fiscal year.]
(6) [The fund's advisor has contractually agreed to waive fees or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.04% on Class A, Class B, Class C and Class R shares. In determining the advisor's obligation to waive fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Other Expenses to exceed the limits: (i) Rule 12b-1 fees;
(ii) interest; (iii) taxes; (iv) extraordinary items (these are expenses that are not anticipated to arise from the fund's day-to-day operations), or items designated as such by the fund's board of trustees; (v) expenses related to a merger or reorganization, as approved by the fund's board of trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the fund benefits are in the form of credits that the fund receives from the banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through December 31, 2006.]
(7) [In addition to the Total Annual Fund Operating Expense which the fund bears directly, the fund's shareholders indirectly bear the expenses of the underlying funds in which the fund invests. The fund's Estimated Indirect Expense of Underlying Funds is based on the annual operating expenses of the underlying funds and the target allocation percentages.]

If a financial institution is managing your account you may also be charged a transaction or other fee by such financial institution.

As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds.

The example assumes that you 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, that the fund's operating expenses remain the same, includes the effect of any contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds. To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                                               1 YEAR     3 YEARS
---------------------------------------------------------------------------------
Class A                                                        $[646      $  980
Class B                                                          678         984
Class C                                                          278         684
Class R                                                          127        532]
---------------------------------------------------------------------------------

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

                                                               1 YEAR     3 YEARS
---------------------------------------------------------------------------------
Class A                                                        $[646      $  980
Class B                                                          178         684
Class C                                                          178         684
Class R                                                          127        532]
---------------------------------------------------------------------------------

3


AIM INCOME ALLOCATION FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The following supplemental hypothetical investment information provides additional information in a different format from the preceding Fee Table and Expense Example about the effect of a fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. Because a fund's annual return when quoted is already reduced by the fund's fees and expenses for that year, this hypothetical expense information is intended to help you understand the annual and cumulative impact of a fund's fees and expenses on your investment. Assuming a hypothetical investment of $10,000 in each class of shares of the fund and a 5% return before expenses each year, the chart shows the cumulative return before expenses, the cumulative return after expenses, the ending balance and the estimated annual expenses for each year one through ten. The chart also assumes that the current annual expense ratio stays the same throughout the 10-year period. The current annual expense ratio for each class, which is the same as stated in the Fee Table above, is reflected in the chart and is net of any contractual fee waiver or expense reimbursement. There is no assurance that the annual expense ratio will be the expense ratio for the fund class. To the extent that the advisor makes any waivers or reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. The chart does not take into account initial or contingent deferred sales charges, if any. You should understand that this is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A--ANNUAL EXPENSE
RATIO [1.00]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         4.00%           8.16%       12.49%       16.99%       21.67%       26.53%       31.59%
End of Year Balance           $10,400.00      $10,816.00   $11,248.64   $11,698.59   $12,166.53   $12,653.19   $13,159.32
Estimated Annual Expenses     $   102.00      $   106.08   $   110.32   $   114.74   $   119.73   $   124.10   $   129.06
-------------------------------------------------------------------------------------------------------------------------

CLASS A--ANNUAL EXPENSE
RATIO [1.00]%                   YEAR 8       YEAR 9      YEAR 10
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        36.86%       42.33%       48.02%
End of Year Balance           $13,685.69   $14,233.12   $14,802.44
Estimated Annual Expenses     $   134.23   $   139.59   $  145.18]
-----------------------------------------------------------------------------

*Your actual expenses may be higher or lower than those shown.

CLASS B--ANNUAL EXPENSE
RATIO [1.75]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.25%           6.61%       10.07%       13.65%       17.34%       21.15%       25.09%
End of Year Balance           $10,325.00      $10,660.56   $11,007.03   $11,364.76   $11,734.11   $12,115.47   $12,509.23
Estimated Annual Expenses     $   177.84      $   183.62   $   189.59   $   195.75   $   202.12   $   208.68   $   215.47
-------------------------------------------------------------------------------------------------------------------------

CLASS B--ANNUAL EXPENSE
RATIO [1.75]%                   YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        29.16%       34.32%       39.70%
End of Year Balance           $12,915.78   $13,432.41   $13,969.70
Estimated Annual Expenses     $   222.47   $   131.74   $  137.01]
-----------------------------------------------------------------------------------------------------

*Your actual expenses may be higher or lower than those shown.

CLASS C--ANNUAL EXPENSE
RATIO [1.75]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.25%           6.61%       10.07%       13.65%       17.34%       21.15%       25.09%
End of Year Balance           $10,325.00      $10,660.56   $11,007.03   $11,364.76   $11,734.11   $12,115.47   $12,509.23
Estimated Annual Expenses     $   177.84      $   183.62   $   189.59   $   195.75   $   202.12   $   208.68   $   215.47
-------------------------------------------------------------------------------------------------------------------------

CLASS C--ANNUAL EXPENSE
RATIO [1.75]%                   YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        29.16%       33.36%       37.69%
End of Year Balance           $12,915.78   $13,335.54   $13,768.94
Estimated Annual Expenses     $   222.47   $   229.70   $  237.16]
-------------------------------------------------------------------------------------------------------------------------

*Your actual expenses may be higher or lower than those shown.

CLASS R--ANNUAL EXPENSE
RATIO [1.25]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.75%           7.64%       11.68%       15.87%       20.21%       24.72%       29.39%
End of Year Balance           $10,375.00      $10,764.06   $11,167.71   $11,586.50   $12,021.00   $12,471.79   $12,939.48
Estimated Annual Expenses     $   127.34      $   132.12   $   137.07   $   142.21   $   147.55   $   153.08   $   158.82
-------------------------------------------------------------------------------------------------------------------------

CLASS R--ANNUAL EXPENSE
RATIO [1.25]%                   YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        34.25%       39.28%       44.50%
End of Year Balance           $13,424.71   $13,928.13   $14,450.44
Estimated Annual Expenses     $   164.78   $   170.96   $  177.37]
-------------------------------------------------------------------------------------------------------------------------

4


AIM INCOME ALLOCATION FUND

DISCLOSURE OF PORTFOLIO HOLDINGS

The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at (http://www.aiminvestments.com). To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:

---------------------------------------------------------------------------------------------------------------------------------
                                                    APPROXIMATE DATE OF                          INFORMATION REMAINS
INFORMATION                                           WEBSITE POSTING                             POSTED ON WEBSITE
---------------------------------------------------------------------------------------------------------------------------------
 Top ten holdings as of month end        15 days after month end                      Until posting of the following month's top
                                                                                      ten holdings
---------------------------------------------------------------------------------------------------------------------------------
 Complete portfolio holdings as of       30 days after calendar quarter end           For one year
 calendar quarter end
---------------------------------------------------------------------------------------------------------------------------------

A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at (http://www.aiminvestments.com).

5


AIM INCOME ALLOCATION FUND

FUND MANAGEMENT

THE ADVISOR

AIM 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 200 investment portfolios, including the fund, encompassing a broad range of investment objectives.

On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) is being created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI agreed to create a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; (iii) that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and that the defendants adopted unlawful distribution plans; (iv) that the defendants breached their fiduciary duties by charging distribution fees while funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same fund were not charged the same distribution fees; (v) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions; and (vi) that the defendants breached their fiduciary duties by failing to ensure that the funds participated in class action settlements in which they were eligible to participate.

Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information.

As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds.

ADVISOR COMPENSATION

The advisor does not receive a management fee from the fund.

PORTFOLIO MANAGERS

The fund is not actively managed, however, Gary K. Wendler, Director of Research and Product Development for an affiliate of the advisor, assisted by a group of research professionals, determines the asset class allocation, underlying fund selections and target weightings for the fund. Mr. Wendler finalizes these allocations and selections with the help of a committee of investment professionals. He has been responsible for the fund since its inception in 2005 and has been associated with the advisor and/or its affiliates since 1995.

The underlying funds are actively managed by teams of investment professionals. More information on the management teams of the underlying funds may be found on our website (http://www.aiminvestments.com). The website is not a part of this prospectus.

6


AIM INCOME ALLOCATION FUND

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Income Allocation Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section.

DIVIDENDS AND DISTRIBUTIONS

The fund expects that its distributions, if any, will consist of both capital gains and ordinary income.

DIVIDENDS

The fund generally declares and pays dividends, if any, quarterly.

CAPITAL GAINS DISTRIBUTIONS

The fund generally distributes long-term and short-term capital gains, if any, annually.

7


THE AIM FUNDS

SHAREHOLDER INFORMATION

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

CHOOSING A SHARE CLASS

Most of the funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment relative to a less expensive class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan, if any, applicable to the class (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. In addition, you should consider the other factors described below. Please contact your financial advisor to assist you in making your decision.

CLASS A(1)           CLASS A3          CLASS B(4)          CLASS C           CLASS K           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial      - No initial
  charge               sales charge      charge              sales charge      sales charge      sales charge      sales charge

- Reduced or waived  - No contingent   - Contingent        - Contingent      - Generally, no   - Generally, no   - No contingent
  initial sales        deferred sales    deferred sales    deferred sales      contingent        contingent        deferred sales
  charge for           charge            charge on           charge on         deferred sales    deferred sales    charge
  certain                                redemptions         redemptions       charge(2)         charge(2)
  purchases(2)                           within six years    within one
                                                             year(7)

- Generally, lower   - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  distribution and     0.35%             1.00%             1.00%               0.45%             0.50%             0.25%(3)
  service (12b-1)
  fee than Class B,
  Class C, Class K
  or Class R shares
  (See "Fee Table
  and Expense
  Example")(3)

                     - Does not        - Converts to       - Does not        - Does not        - Does not        - Does not
                       convert to        Class A shares    convert to Class    convert to        convert to        convert to
                       Class A shares    at the end of       A shares          Class A shares    Class A shares    Class A shares
                                         the month which
                                         is eight years
                                         after the date
                                         on which shares
                                         were purchased
                                         along with a pro
                                         rata portion of
                                         its reinvested
                                         dividends and
                                         distributions(5)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally,      - Generally,      - Closed to new
  appropriate for      for a limited     limited to          appropriate       only available    only available    investors,
  long-term            number of         amount less than    for short-        to retirement     to employee       except as
  investors            funds             $100,000(6)         term investors    plans,            benefit           described in
                                                                               educational       plans(9)          the
                                                           - Purchase          savings                             "Purchasing
                                                           orders limited      programs and                        Shares --
                                                             to amount less    wrap programs                       Grandfathered
                                                             than                                                  Investors"
                                                             $1,000,000(8)                                         section of
                                                                                                                   your
                                                                                                                   prospectus
---------------------------------------------------------------------------------------------------------------------------------

Certain funds also offer Institutional Class shares to certain eligible institutional investors; consult the fund's Statement of Additional Information for the Institutional Class shares for details.

(1) As of the close of business on October 30, 2002, Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors.

(2) A contingent deferred sales charge may apply in some cases.

(3) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee.

(4) Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code. These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. Plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases.

(5) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares. AIM Global Equity 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 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.

(6) Any purchase order for Class B shares in an amount equal to or in excess of $100,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation.

(7) A contingent deferred sales charge (CDSC) does not apply to redemption of Class C shares of AIM Short Term Bond Fund unless you exchange Class C shares of another fund that are subject to a CDSC into AIM Short Term Bond Fund.

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THE AIM FUNDS

(8) Any purchase order for Class C shares in an amount equal to or in excess of $1,000,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation.

(9) Generally, Class R shares are only available to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, 457 of the Internal Revenue Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Internal Revenue Code, respectively; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Internal Revenue Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Retirement plans maintained pursuant to Section 403 must be established and maintained by non-profit organizations operating pursuant to Section 501(c)(3) of the Internal Revenue Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

DISTRIBUTION AND SERVICE (12b-1) FEES

Each fund (except AIM Tax-Free Intermediate Fund with respect to its Class A shares and AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio with respect to their Investor Class shares) has adopted 12b-1 plans that allow the fund to pay distribution fees to A I M Distributors, Inc. (ADI) for the sale and distribution of its shares and fees for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Sales charges on the funds and classes of those funds are detailed below. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

Certain categories of persons are permitted to purchase Class A shares of the funds without paying an initial sales charge because their transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available upon request free of charge.

INITIAL SALES CHARGES
The funds (except AIM Short Term Bond Fund) 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 fund is classified.

CATEGORY I INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $   25,000      5.50%          5.82%
                 $ 25,000 but less than $   50,000      5.25           5.54
                 $ 50,000 but less than $  100,000      4.75           4.99
                 $100,000 but less than $  250,000      3.75           3.90
                 $250,000 but less than $  500,000      3.00           3.09
                 $500,000 but less than $1,000,000      2.00           2.04
------------------------------------------------------------------------------

CATEGORY II INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $   50,000      4.75%          4.99%
                 $ 50,000 but less than $  100,000      4.00           4.17
                 $100,000 but less than $  250,000      3.75           3.90
                 $250,000 but less than $  500,000      2.50           2.56
                 $500,000 but less than $1,000,000      2.00           2.04
------------------------------------------------------------------------------

CATEGORY III INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $  100,000      1.00%          1.01%
                 $100,000 but less than $  250,000      0.75           0.76
                 $250,000 but less than $1,000,000      0.50           0.50
------------------------------------------------------------------------------

AIM SHORT TERM BOND FUND INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $  100,000      2.50%          2.56%
                 $100,000 but less than $  250,000      2.00           2.04
                 $250,000 but less than $  500,000      1.50           1.52
                 $500,000 but less than $1,000,000      1.25           1.27
------------------------------------------------------------------------------

SHARES SOLD WITHOUT A SALES CHARGE
You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund.

You will not pay an initial sales charge or a contingent deferred sales charge (CDSC) on Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund.

You will not pay an initial sales charge or a CDSC on Investor Class shares of any 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 and AIM Short Term Bond Fund at net asset value. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

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THE AIM FUNDS

If you currently own Class A shares of a Category I or II fund or AIM Short Term Bond Fund and make additional purchases at net asset value that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

Some retirement plans can purchase Class A shares at their net asset value per share. If ADI paid a concession to the dealer of record in connection with a Large Purchase of Class A shares by a retirement plan, the Class A shares may be subject to a 1% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the plan's initial purchase.

You may be charged a CDSC when you redeem AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC.

ADI may pay a dealer concession and/or a service fee for Large Purchases and purchases by certain retirement plans.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES
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
--------------------------------------------------------------------------------

You can purchase Class C shares of AIM Short Term Bond Fund at their net asset value and not subject to a CDSC. However, you may be charged a CDSC when you redeem Class C shares of AIM Short Term Bond Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS K AND CLASS R SHARES
You can purchase Class K and Class R shares at their net asset value per share. If ADI pays a concession to the dealer of record, however, the Class K shares are subject to a 0.70% CDSC and the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within 12 months from the date of the retirement plan's initial purchase.

COMPUTING A CDSC
The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current market value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, we will assume that you are redeeming shares on which there is no CDSC first and, then, shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial advisor must notify the transfer agent at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges. You or your financial consultant must provide other account numbers to be considered for Rights of Accumulation, or mark the Letter of Intent section on the account application, or provide other relevant documentation, so that the transfer agent can verify your eligibility for the reduction or exception. Consult the fund's Statement of Additional Information for details.

REDUCED SALES CHARGES
You may be eligible to buy Class A shares at reduced initial sales charge rates under Rights of Accumulation or Letters of Intent under certain circumstances.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent.

RIGHTS OF ACCUMULATION
You may combine your new purchases of Class A shares of a fund with fund shares currently owned (Class A, B, C, K or R) and investments in the AIM College Savings Plan(SM) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the public offering price of all other shares you own. The transfer agent may automatically link certain accounts registered in the same name, with the same taxpayer identification number, for the purpose of qualifying you for lower initial sales charge rates.

LETTERS OF INTENT
Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of the funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full face amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested.

INITIAL SALES CHARGE EXCEPTIONS
You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain funds; and

- when a merger, consolidation, or acquisition of assets of a fund occurs.

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THE AIM FUNDS

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS
You will not pay a CDSC

- if you redeem Class B shares you held for more than six years;

- if you redeem Class C shares you held for more than one year;

- if you redeem Class C shares of a fund other than AIM Short Term Bond Fund and you received such Class C shares by exchanging Class C shares of AIM Short Term Bond Fund;

- if you redeem Class C shares of AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another fund and the original purchase was subject to a CDSC;

- if you are a participant in a retirement plan and your plan redeems, at any time, less than all of the Class A, C, K or Class R shares held through such plan that would otherwise be subject to a CDSC;

- if you are a participant in a retirement plan and your plan redeems, after having held them for more than one year from the date of the plan's initial purchase, all of the Class A, C, K or Class R shares held through such plan that would otherwise be subject to a CDSC;

- if you are a participant in a qualified retirement plan and redeem Class A, Class C, Class K or Class R shares in order to fund a distribution;

- if you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period;

- if you redeem shares to pay account fees;

- for redemptions following the death or post-purchase disability of a shareholder or beneficial owner;

- if you redeem shares acquired through reinvestment of dividends and distributions; and

- on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares at reduced or without sales charges. Consult the fund's Statement of Additional Information for details.

ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS

The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments from their own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates.

ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law.

ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets.

You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you

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THE AIM FUNDS

additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES

While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except the money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders.

AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds:

(1) trade activity monitoring;

(2) trading guidelines;

(3) redemption fee on trades in certain funds; and

(4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds.

Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests.

The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures that would limit frequent purchases and redemptions of such funds' shares. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons:

- The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.

- One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds.

- The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

- Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations.

The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with short-term durations than may otherwise be required, the fund's yield could be negatively impacted.

TRADE ACTIVITY MONITORING

The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above.

The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading.

TRADING GUIDELINES

If you exceed four exchanges out of a fund (other than AIM Money Market Fund, AIM Tax-Exempt Cash Fund, AIM Limited Maturity Treasury Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio) per calendar year, or a

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THE AIM FUNDS

fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year.

The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts.

Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle.

REDEMPTION FEE

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of purchase. See "Redeeming Shares -- Redemption Fee" for more information.

The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts.

For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee".

FAIR VALUE PRICING

Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

See "Pricing of Shares -- Determination of Net Asset Value" for more information.

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THE AIM FUNDS

PURCHASING SHARES

If you hold your shares through a broker/dealer or other financial institution, your eligibility to purchase those shares, the conditions for purchase and sale, and the minimum and maximum amounts allowed may differ depending on that institution's policies.

MINIMUM INVESTMENTS PER FUND ACCOUNT

There are no minimum investments with respect to Class K or Class R shares for fund accounts. The minimum investments with respect to Class A, A3, B and C shares and Investor Class shares for fund accounts are as follows:

                                                                              INITIAL                       ADDITIONAL
TYPE OF ACCOUNT                                                             INVESTMENTS                    INVESTMENTS
-------------------------------------------------------------------------------------------------------------------------
Employer-Sponsored Retirement Plans (includes section 401,     $   0 ($25 per fund investment for              $25
403 and                                                                salary deferrals from
457 plans, and SEP, SARSEP and SIMPLE IRA plans)                       Employer-Sponsored Retirement
                                                                       Plans)

Systematic Purchase Plan                                          50                                            50

IRA, Roth IRA or Coverdell ESA                                   250                                            25

All other accounts                                             1,000                                            50

ADI has the discretion to accept orders for lesser amounts.
-------------------------------------------------------------------------------------------------------------------------

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information.

PURCHASE OPTIONS

                                       OPENING AN ACCOUNT                         ADDING TO AN ACCOUNT
-------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor            Contact your financial advisor.            Same
By Mail                                Mail completed account application and     Mail your check and the remittance slip
                                       check to the transfer agent, AIM           from your confirmation statement to the
                                       Investment Services, Inc., P.O. Box        transfer agent.
                                       4739, Houston, TX 77210-4739.
By Wire                                Mail completed account application to      Call the transfer agent to receive a
                                       the transfer agent. Call the transfer      reference number. Then, use the wire
                                       agent at (800) 959-4246 to receive a       instructions at left.
                                       reference number. Then, use the
                                       following wire instructions:
                                       Beneficiary Bank ABA/Routing #:
                                       113000609
                                       Beneficiary Account Number: 00100366807
                                       Beneficiary Account Name: AIM
                                       Investment Services, Inc.
                                       RFB: Fund Name, Reference #
                                       OBI: Your Name, Account #

By Telephone                           Open your account using one of the         Select the AIM Bank
                                       methods described above.                   Connection--Servicemark-- option on
                                                                                  your completed account application or
                                                                                  complete an AIM Bank Connection form.
                                                                                  Mail the application or form to the
                                                                                  transfer agent. Once the transfer agent
                                                                                  has received the form, call the
                                                                                  transfer agent to place your purchase
                                                                                  order.
                                                                                  Call the AIM 24-hour Automated Investor
                                                                                  Line at 1-800-246-5463. You may place
                                                                                  your order after you have provided the
                                                                                  bank instructions that will be
                                                                                  requested.

By Internet                            Open your account using one of the         Access your account at
                                       methods described above.                   www.aiminvestments.com. The proper bank
                                                                                  instructions must have been provided on
                                                                                  your account. You may not purchase
                                                                                  shares in retirement accounts on the
                                                                                  internet.
-------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

GRANDFATHERED INVESTORS

Investor Class shares of a fund may be purchased only by: (1) persons or entities who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by ADI (the Grandfathered Funds) and have continuously maintained such account in Investor Class shares since April 1, 2002; (2) any person or entity listed in the account registration for any Grandfathered Funds, which account was established prior to April 1, 2002 and continuously maintained since April 1, 2002, such as joint owners, trustees, custodians and designated beneficiaries; (3) customers of certain financial institutions, wrap accounts or other fee-based advisory programs, or insurance company separate accounts, which have had relationships with ADI and/or any of the Grandfathered Funds prior to April 1, 2002 and continuously maintained such relationships since April 1, 2002; (4) defined benefit, defined contribution and deferred compensation plans; and (5) fund trustees, employees of AMVESCAP PLC and its subsidiaries, AMVESCAP directors, and their immediate families.

SPECIAL PLANS

SYSTEMATIC PURCHASE PLAN
You can arrange for periodic investments in any of the funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $50. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING
Dollar Cost Averaging allows you to make automatic monthly or quarterly exchanges, if permitted, from one fund account to one or more other fund accounts with the identical registration. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another fund is $50. You may participate in a dollar cost averaging program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Dollar Cost Averaging program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year.

AUTOMATIC DIVIDEND INVESTMENT
All of your dividends and distributions may be paid in cash or invested in any fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You may invest your dividends and distributions per the rules listed in the "Permitted Exchanges" section.

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

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

(2) Both accounts must have identical registration information.

PORTFOLIO REBALANCING PROGRAM
If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your fund holdings should be rebalanced, on a percentage basis, between two and ten of your funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your funds for shares of the same class of one or more other funds in your portfolio. Rebalancing will NOT occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. You may realize taxable gains from these exchanges. We may modify, suspend or terminate the Program at any time on 60 days prior written notice. You may participate in a portfolio rebalancing program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Portfolio Rebalancing Program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year.

RETIREMENT PLANS
Shares of most of the funds can be purchased through tax-sheltered retirement plans made available to corporations, individuals and employees of non-profit organizations and public schools. A plan document must be adopted to establish a retirement plan. You may use AIM sponsored retirement plans, which include IRAs, Roth IRAs, SIMPLE IRA plans, SEP/SARSEP plans, 403(b) plans, Solo 401(k) plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. AIM Investment Services, Inc. assesses certain fees associated with the maintenance of certain types of retirement plan accounts and the provision of specialized recordkeeping services for those plan accounts. ADI assesses certain fees associated with the maintenance of retirement plan documents for which it acts as the prototype sponsor. Contact your financial advisor for details.

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THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEE

You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase:

AIM Asia Pacific Growth Fund  AIM Global Value Fund
AIM Developing Markets Fund   AIM High Yield Fund
AIM European Growth Fund      AIM International Core Equity Fund
AIM European Small Company    AIM International Growth Fund
Fund                          AIM International Small Company Fund
AIM Global Aggressive Growth  AIM S&P 500 Index Fund
Fund                          AIM Trimark Fund
AIM Global Equity Fund
AIM Global Growth Fund
AIM Global Real Estate Fund

The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last.

The 2% redemption fee generally will not be charged on transactions involving the following:

(1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee;

(2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee;

(3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the Code) where the systematic capability to process the redemption fee does not exist;

(4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments;

(5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary;

(6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or
(ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability;

(7) total or partial redemption of shares acquired through investment of dividends and other distributions; or

(8) redemptions initiated by a fund.

The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above.

Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to assess redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund.

The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes.

Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee.

REDEMPTION OF CLASS A SHARES AND AIM CASH RESERVE SHARES ACQUIRED BY EXCHANGE

If you purchase $1,000,000 or more of Class A shares of any fund, or if you make additional purchases of Class A shares on and after

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THE AIM FUNDS

October 31, 2002 at net asset value, your shares may be subject to a CDSC upon redemption as described below.

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of Category  - Class A shares of Category I     - 1% if shares are redeemed
  I or II Fund or AIM Short     or II Fund or AIM Short Term       within 18 months of initial
  Term Bond Fund                Bond Fund                          purchase of Category I or II
                              - Class A shares of Category III     Fund or AIM Short Term Bond
                                Fund(2)                            Fund shares
                              - AIM Cash Reserve Shares of AIM
                                Money Market Fund

- Class A shares of Category  - Class A shares of Category I     - 1% if shares are redeemed
  III Fund(1)                   or II Fund or AIM Short Term       within 18 months of initial
                                Bond Fund                          purchase of Category III Fund
                                                                   shares

- Class A shares of Category  - Class A shares of Category III   - No CDSC
  III Fund(1)                   Fund(2)
                              - Class A shares of AIM Tax-
                                Exempt Cash Fund
                              - AIM Cash Reserve Shares of AIM
                                Money Market

(1) As of the close of business on October 30, 2002, only existing shareholders of Class A shares of a Category III Fund may purchase such shares.
(2) Beginning on February 17, 2003, Class A shares of a Category I, II or III Fund or AIM Short Term Bond Fund may not be exchanged for Class A shares of Category III 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 Advisor        Contact your financial advisor, including
                                   your retirement plan or program sponsor.

By Mail                            Send a written request to the transfer
                                   agent. Requests must include (1) original
                                   signatures of all registered
                                   owners/trustees; (2) the name of the fund
                                   and your account number; (3) if the transfer
                                   agent does not hold your shares, endorsed
                                   share certificates or share certificates
                                   accompanied by an executed stock power; and
                                   (4) signature guarantees, if necessary (see
                                   below). The transfer agent may require that
                                   you provide additional information, such as
                                   corporate resolutions or powers of attorney,
                                   if applicable. If you are redeeming from an
                                   IRA account, you must include a statement of
                                   whether or not you are at least 59 1/2 years
                                   old and whether you wish to have federal
                                   income tax withheld from your proceeds. The
                                   transfer agent may require certain other
                                   information before you can redeem from an
                                   employer-sponsored retirement plan. Contact
                                   your employer for details.

By Telephone                       Call the transfer agent at 1-800-959-4246 or
                                   our AIM 24-hour Automated Investor Line at
                                   1-800-246-5463. You will be allowed to
                                   redeem by telephone if (1) the proceeds are
                                   to be mailed to the address on record (if
                                   there has been no change communicated to us
                                   within the last 30 days) or transferred
                                   electronically to a pre-authorized checking
                                   account; (2) you do not hold physical share
                                   certificates; (3) you can provide proper
                                   identification information; (4) the proceeds
                                   of the redemption do not exceed $250,000;
                                   and (5) you have not previously declined the
                                   telephone redemption privilege. Certain
                                   retirement accounts and 403(b) plans, may
                                   not be redeemed by telephone. For funds
                                   other than Premier Portfolio, Premier
                                   Tax-Exempt Portfolio and Premier U.S.
                                   Government Money Portfolio, the transfer
                                   agent must receive your call during the
                                   hours of the customary trading session of
                                   the New York Stock Exchange (NYSE) in order
                                   to effect the redemption at that day's
                                   closing price. For Premier Portfolio,
                                   Premier Tax-Exempt Portfolio and Premier
                                   U.S. Government Money Portfolio, the
                                   transfer agent must receive your call before
                                   the last net asset value determination on a
                                   business day in order to effect the
                                   redemption at that day's closing price. You
                                   may, with limited exceptions, redeem from an
                                   IRA account by telephone. Redemptions from
                                   other types of retirement accounts may be
                                   requested in writing.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by internet if (1) you do not hold
                                   physical share certificates; (2) you can
                                   provide proper identification information;
                                   (3) the proceeds of the redemption do not
                                   exceed $250,000; and (4) you have already
                                   provided proper bank information. AIM
                                   prototype retirement accounts may not be
                                   redeemed on the internet. For funds other
                                   than Premier Portfolio, Premier Tax-Exempt
                                   Portfolio and Premier U.S. Government Money
                                   Portfolio, the transfer agent must confirm
                                   your transaction during the hours of the
                                   customary trading session of the NYSE in
                                   order to effect the redemption at that day's
                                   closing price. For Premier Portfolio,
                                   Premier Tax-Exempt Portfolio and Premier
                                   U.S. Government Money Portfolio, the
                                   transfer agent must confirm your transaction
                                   before the last net asset value
                                   determination on a business day in order to
                                   effect the redemption at that day's closing
                                   price.


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THE AIM FUNDS

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check, you will be required to wait up to ten business days before we will send your redemption proceeds. This delay is necessary to ensure that the purchase check has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted.

REDEMPTION BY MAIL
If you mail us a request in good order to redeem your shares, we will mail you a check in the amount of the redemption proceeds to the address on record with us. If your request is not in good order, you may have to provide us with additional documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE
If you redeem by telephone, we will mail you a check in the amount of the redemption proceeds to your address of record (if there has been no change communicated to the transfer agent within the previous 30 days) or transmit them electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine, but we are not liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET
If you redeem by internet, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by internet are genuine, but we are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC REDEMPTIONS
You may arrange for regular monthly or quarterly withdrawals from your account of at least $50. You also may make annual withdrawals if you own Class A shares. We will redeem enough shares from your account to cover the amount withdrawn. You must have an account balance of at least $5,000 to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

EXPEDITED REDEMPTIONS
(AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)
If we receive your redemption order before 11:30 a.m. Eastern Time, we will try to transmit payment of redemption proceeds on that same day. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we generally will transmit payment on the next business day.

REDEMPTIONS BY CHECK
(CLASS A SHARES OF AIM TAX-EXEMPT CASH FUND, AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND AND INVESTOR CLASS SHARES OF AIM MONEY MARKET FUND, AIM TAX-EXEMPT CASH FUND, PREMIER PORTFOLIO, PREMIER TAX-EXEMPT PORTFOLIO AND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO ONLY)

You may redeem shares of these funds by writing checks in amounts of $250 or more if you have completed an authorization form. Redemption by check is not available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $250,000;

(2) you request that payment be made to someone other than the name registered on the account;

(3) you request that payment be sent somewhere other than the bank of record on the account; or

(4) you request that payment be sent to a new address or an address that changed in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution.

REDEMPTIONS IN KIND

Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).

REDEMPTIONS BY THE FUNDS

If your account (Class A, Class A3, Class B, Class C and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 ($250 for Investor Class shares) for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the funds have the right to redeem the account after giving you 60 days' prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 ($250 for Investor Class shares) or by utilizing the Automatic Investment Plan.

If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one fund for those of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire. Exchange privileges also apply to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992.

You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee."

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THE AIM FUNDS

PERMITTED EXCHANGES

Except as otherwise stated under "Exchanges Not Permitted," you generally may exchange your shares for shares of the same class of another fund.

------------------------------------------------------------------------------------------------------------------------------------
EXCHANGE FROM                                  EXCHANGE TO                                ALLOWED                  PROHIBITED
------------------------------------------------------------------------------------------------------------------------------------
Class A                  Class A, A3, Investor Class, or AIM Cash Reserve
                         Shares. Exceptions are:
                         - Class A Shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
                         - Class A Shares of AIM Limited   Maturity Treasury                             X
                         Fund, AIM Tax-Exempt Cash Fund and AIM Tax-Free
                           Intermediate Fund cannot be exchanged for Class A3
                           Shares of those funds.
                         - Investor Class Shares of all   funds are currently
                         offered to new investors only on a limited basis.
------------------------------------------------------------------------------------------------------------------------------------
Class A                  Class B, C, K, R, Institutional Class Shares or Shares
                         of the AIM Summit Fund.                                                                                   X
------------------------------------------------------------------------------------------------------------------------------------
Class A3                 Class A, A3, Investor Class, or AIM Cash Reserve
                         Shares. Exceptions are:
                         - Class A3 Shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund cannot be                               X
                           exchanged for Class A Shares of those funds.
                         - Investor Class Shares of all   funds are currently
                         offered to new investors only on a limited basis.
------------------------------------------------------------------------------------------------------------------------------------
Class A3                 Class B, C, K, R, Institutional Class Shares, or shares
                         of AIM Summit Fund.                                                                                       X
------------------------------------------------------------------------------------------------------------------------------------
Class B                  Class B. Exceptions are:
                         - Class B Shares of other funds   cannot be exchanged                           X
                         for Class B Shares of AIM Floating Rate Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class B                  Class A, A3, C, K, R, AIM Cash Reserve Shares,
                         Institutional, Investor Class Shares, or shares of AIM                                                    X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class C                  Class C. Exceptions are:
                         - Class C shares of other funds   cannot be exchanged                           X
                         for Class C shares of AIM Floating Rate Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class C                  Class A, A3, B, K, R, AIM Cash Reserve Shares,
                         Institutional, Investor Class shares or shares of AIM                                                     X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class K                  Class K                                                                         X
------------------------------------------------------------------------------------------------------------------------------------
Class K                  Class A, A3, B, C, R, AIM Cash Reserve Shares,
                         Institutional, Investor Class shares, or shares of AIM                                                    X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class R                  Class R                                                                         X
------------------------------------------------------------------------------------------------------------------------------------
Class R                  Class A, A3, B, C, K, AIM Cash Reserve Shares,
                         Institutional, Investor Class shares, or shares of AIM                                                    X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
AIM Cash Reserve Shares  Class A, A3, B, C, R, or Investor Class shares.
                         Exceptions are:
                         - Class A shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
                         - Shares to be exchanged for   Class B, C or R shares                           X
                         must not have been acquired by exchange from Class A
                           shares of any fund.
                         - Investor Class Shares of all   funds are currently
                         offered to new investors only on a limited basis.
------------------------------------------------------------------------------------------------------------------------------------
AIM Cash Reserve Shares  Class K, Institutional Class shares, or shares of AIM
                         Summit Fund.                                                                                              X
------------------------------------------------------------------------------------------------------------------------------------
Institutional Class      Institutional Class                                                             X
------------------------------------------------------------------------------------------------------------------------------------
Institutional Class      Class A, A3, B, C, K, R, AIM Cash Reserve Shares,
                         Investor Class shares, or shares of AIM Summit Fund.                                                      X
------------------------------------------------------------------------------------------------------------------------------------
Investor Class           A, A3, or Investor Class. Exceptions are:
                         - Investor Class shares cannot   be exchanged for Class
                         A shares of any fund which offers Investor Class
                           shares.                                                                       X
                         - Class A shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
------------------------------------------------------------------------------------------------------------------------------------
Investor Class           Class B, C, K, R, AIM Cash Reserve Shares,
                         Institutional Class shares, or shares of AIM Summit                                                       X
                         Fund.
------------------------------------------------------------------------------------------------------------------------------------
AIM Summit Fund          Class A, A3, or AIM Cash Reserve Shares. Exceptions
                         are:
                         - Class A shares of AIM Limited   Maturity Treasury                             X
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
------------------------------------------------------------------------------------------------------------------------------------
AIM Summit Fund          Class B, C, K, R, Institutional or Investor Class
                         shares.                                                                                                   X
------------------------------------------------------------------------------------------------------------------------------------

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.

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THE AIM FUNDS

EXCHANGES NOT SUBJECT TO A SALES CHARGE
You will not pay an initial sales charge when exchanging:
(1) Class A shares with an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for

(a) Class A shares of another fund;

(b) AIM Cash Reserve Shares of AIM Money Market Fund; or

(c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.
(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

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

(b) Class A shares of another Fund, but only if

(i) you acquired the original shares before May 1, 1994; or
(ii) you acquired the original shares on or after May 1, 1994 by way of an exchange from shares with higher initial sales charges; or
(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for

(a) Class A shares of a fund subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if you acquired the original shares

(i) prior to May 1, 1994 by exchange from Class A shares subject to an initial sales charge;

(ii) on or after May 1, 1994 by exchange from Class A shares subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or
(4) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund for

(a) AIM Cash Reserve Shares of AIM Money Market Fund; or

(b) Class A shares of AIM Tax-Exempt Cash Fund; or
(5) Investor Class shares for Class A or Class A3 shares of any fund which does not offer Investor Class shares. You will not pay a CDSC or other sales charge when exchanging:
(1) Class A shares for other Class A shares;
(2) Class B shares for other Class B shares;
(3) Class C shares for other Class C shares;
(4) Class K shares for other Class K shares;
(5) Class R shares for other Class R shares.
EXCHANGES NOT PERMITTED

For shares purchased prior to November 15, 2001, you may not exchange:
(1) Class A shares of Category I or II funds (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;
(2) Class A shares of Category III funds purchased at net asset value for Class A shares of a Category I or II fund, Class A shares of AIM Short Term Bond Fund;
(3) on or after January 15, 2002, AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of Category III AIM Funds that are subject to a CDSC. For shares purchased on or after November 15, 2001, you may not exchange:
(1) Class A shares of Category I or II fund, Class A shares of AIM Short Term Bond Fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;
(2) Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or
(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any fund or for Class A shares of any fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II fund or AIM Short Term Bond 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 or AIM Short Term Bond Fund.
EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- Shares of the fund you wish to acquire must be available for sale in your state of residence;

- Exchanges must be made between accounts with identical registration information;

- The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9);

- Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and

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

TERMS OF EXCHANGE

Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by

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THE AIM FUNDS

applicable law, but may impose changes at any time for emergency purposes.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of each registered owner exactly as the shares are registered, the account registration and account number, the dollar amount or number of shares to be exchanged and the names of the funds from which and into which the exchange is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if you do not hold physical share certificates and you provide the proper identification information.

EXCHANGING CLASS B, CLASS C AND CLASS R SHARES

If you make an exchange involving Class B or Class C shares or Class R shares subject to a CDSC, the amount of time you held the original shares will be credited to the holding period of the Class B, Class C or Class R shares, respectively, into which you exchanged for the purpose of calculating contingent deferred sales charges (CDSC) if you later redeem the exchanged shares. If you redeem Class B or Class C shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the Class B or Class C shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.

EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:
- REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;
- MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND;
- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE SYSTEMATIC PURCHASE PLAN AND SYSTEMATIC REDEMPTION PLAN OPTIONS ON THE SAME ACCOUNT; OR
- SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of

MCF--07/05 B

A-14


THE AIM FUNDS

certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the AIM valuation committee may fair value the security using procedures approved by the Boards of Trustees.

Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent a fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Bond Market Association recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if the Bond Market Association recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

TIMING OF ORDERS

For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day.

For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the last net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order.

For all funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these funds remain open after such closing time.

The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the

MCF--07/05 B

A-15


THE AIM FUNDS

type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax.

INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS.

The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

MCF--07/05 B

A-16

OBTAINING ADDITIONAL INFORMATION

More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.

If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-4739 or

BY TELEPHONE:          (800) 959-4246

ON THE INTERNET:       You can send us a request by
                       e-mail or download
                       prospectuses, SAIs, annual or
                       semiannual reports via our
                       website:
                       http://www.aiminvestments.com
THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED
  ON FORM N-Q, ARE ALSO AVAILABLE AT
  WWW.AIMINVESTMENTS.COM.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplication fee, by sending a letter to the SEC's Public Reference Room, 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 Income Allocation Fund
   SEC 1940 Act file number: 811-2699
----------------------------------------

AIMinvestments.com        -PRO-1
                YOUR GOALS. OUR SOLUTIONS.   [AIM INVESTMENTS LOGO APPEARS HERE]
                 --Registered Trademark--          --Registered Trademark--


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION--DATED AUGUST 11, 2005

AIM INTERNATIONAL ALLOCATION FUND

PROSPECTUS
OCTOBER 28, 2005

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


This prospectus contains important information about the Class A, B, C and R shares of the fund. Please read it before investing and keep it for future reference.

As with all other mutual fund securities, the Securities and Exchange Commission has not approved or disapproved these securities or determined whether the information in this prospectus is adequate or accurate. Anyone who tells you otherwise is committing a crime.

An investment in the fund:
- is not FDIC insured;
- may lose value; and
- is not guaranteed by a bank.



AIM INTERNATIONAL ALLOCATION FUND

TABLE OF CONTENTS

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

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

FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3

Expense Example                                      3

Hypothetical Investment and Expense
  Information                                        4

DISCLOSURE OF PORTFOLIO HOLDINGS                     4
------------------------------------------------------

FUND MANAGEMENT                                      5
------------------------------------------------------
The Advisor                                          5

Advisor Compensation                                 5

Portfolio Managers                                   5

OTHER INFORMATION                                    6
------------------------------------------------------
Sales Charges                                        6

Dividends and Distributions                          6

SHAREHOLDER INFORMATION                            A-1
------------------------------------------------------
Choosing a Share Class                             A-1

Excessive Short-Term Trading Activity
  Disclosures                                      A-5

Purchasing Shares                                  A-7

Redeeming Shares                                   A-9

Exchanging Shares                                 A-11

Pricing of Shares                                 A-14

Taxes                                             A-15

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

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA and Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a service mark of A I M Management Group Inc. and AIM Funds Management Inc.

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations.



AIM INTERNATIONAL ALLOCATION FUND

INVESTMENT OBJECTIVE AND STRATEGIES

The fund's investment objective is to provide 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 its assets in other AIM mutual funds that primarily invest in global or international securities. The underlying funds may invest a portion of their assets in the securities of domestic issuers. The fund is a "fund of funds," which means that it invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The advisor uses a two-step process to create the fund's portfolio. The first step is a strategic asset allocation by the advisor among broad asset classes. The second step involves the actual selection by the advisor of underlying funds to represent the broad asset classes and the determination by the advisor of target weightings in these underlying funds. The fund's target allocation is to invest 100% of its total assets in equity funds. For cash management purposes, the fund may also hold a portion of its assets in cash or cash equivalents.

The advisor monitors the selection of underlying funds to ensure that they continue to conform to the fund's asset class allocations and rebalances the fund's investments in the underlying funds on an annual basis to keep them within their target weightings. However, the advisor may choose to rebalance on a more frequent basis if it believes it is appropriate to do so. The advisor may change the fund's asset class allocations, the underlying funds or the target weightings in the underlying funds without shareholder approval.

In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents or U.S. Government 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 that you receive from the fund may vary.

Fund of Funds Risk

The fund pursues its investment objective by investing its assets in other underlying funds rather than investing directly in stocks, bonds, cash or other investments. The fund's investment performance depends on the investment performance of the underlying funds in which it invests. Therefore, the risks associated with an investment in a fund of funds include the risks associated with an investment in the underlying funds. Some of these risks are discussed below under the heading "Risks of Underlying Funds."

There is a risk that the advisor's evaluations and assumptions regarding the fund's broad asset classes or the underlying funds in which the fund invests may be incorrect based on actual market conditions. There is a risk that the fund will vary from the target weightings in the underlying funds due to factors such as market fluctuations. There can be no assurance that the underlying funds will achieve their investment objectives, and the performance of the underlying funds may be lower than the asset class which they were selected to represent. The underlying funds may change their investment objectives or policies without the approval of the fund. If that were to occur, the fund might be forced to withdraw its investment from the underlying fund at a time that is unfavorable to the fund.

The advisor has the ability to select and substitute the underlying funds in which the fund invests, and may be subject to potential conflicts of interest in selecting underlying funds because it may receive higher fees from certain underlying funds than others. However, as a fiduciary to the fund, the advisor is required to act in the fund's best interest when selecting underlying funds.

Risks of Underlying Funds

The value of your investment in the fund will go up and down with the prices of the securities held by the underlying funds 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. These factors will probably affect the equity securities of smaller companies more than the equity securities of larger, more-established companies. Also, because 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 underlying fund to sell securities at a desirable price.

The values of convertible securities in which an underlying 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, because 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 underlying funds.

1


AIM INTERNATIONAL ALLOCATION FUND

PRINCIPAL RISKS OF INVESTING IN THE FUND (CONTINUED)

Foreign securities in which an underlying fund invests have additional risks, including:

- Currency exchange rates--The dollar value of the underlying 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 underlying 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. There is also the potential lack of strict financial and accounting controls and standards.

- 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.

Compared to higher-quality debt securities, junk bonds involve greater risk of default or price changes due to changes in the credit quality of the issuer and because they are generally unsecured and may be subordinated to other creditor's claims. The value of junk bonds often fluctuates in response to company, political or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. During those times, the bonds could be difficult to value or to sell at a fair price. Credit ratings on junk bonds do not necessarily reflect their actual market risk.

Sovereign debt securities of developing country governments are generally lower-quality debt securities. Sovereign debt securities are subject to the additional risk that, under some political, diplomatic, social or economic circumstances, some developing countries that issue lower-quality debt securities may be unable or unwilling to make principal or interest payments as they become due.

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

To the extent that a large percentage of an underlying 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.

To the extent the underlying fund holds cash or cash equivalents rather than equity securities for risk management purposes, the underlying fund may not achieve its investment objective.

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

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

2


AIM INTERNATIONAL ALLOCATION FUND

FEE TABLE AND EXPENSE EXAMPLE

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold shares of the fund.

SHAREHOLDER FEES
--------------------------------------------------------------------------------
(fees paid directly from
your investment)                      CLASS A    CLASS B    CLASS C    CLASS R
--------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)                         5.50%      None       None        None

Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase price
or redemption proceeds,
whichever is less)                      None(1,2)   5.00%     1.00%       None(3)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(4)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                     CLASS A    CLASS B    CLASS C    CLASS R
--------------------------------------------------------------------------------
Management Fees                         0.00%      0.00%      0.00%      0.00%

Distribution and/or
Service (12b-1) Fees                   [0.25       1.00       1.00       0.50]

Other Expenses(5)                      [0.68       0.68       0.68       0.68]

Total Annual Fund
Operating Expenses                     [0.93       1.68       1.68       1.18]

Fee Waiver(6)                          [0.50       0.50       0.50       0.50]

Net Annual Fund Operating Expenses     [0.43       1.18       1.18       0.68]

Estimated Indirect Expenses of
Underlying Funds(7)                    [1.22       1.22       1.22       1.22]

Total Annual Fund Operating Expenses
and Estimated Indirect Expenses of
Underlying Funds                       [1.65       2.40       2.40       1.90]
--------------------------------------------------------------------------------

(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 1.00% contingent deferred sales charge (CDSC) at the time of redemption.]
(2) [If you are a retirement plan participant and you bought $1,000,000 or more of Class A shares, you may pay a 1.00% CDSC if a total redemption of the retirement plan assets occurs within 12 months from the date of the retirement plan's initial purchase.]
(3) [If you are a retirement plan participant, you may pay a 0.75% CDSC if the distributor paid a concession to the dealer of record and a total redemption of the retirement plan assets occurs within 12 months from the date of the retirement plan's initial purchase.]
(4) [There is no guarantee that actual expenses will be the same as those shown in the table.]
(5) [Other Expenses are based on estimated average assets for the current fiscal year.]
(6) [The fund's advisor has contractually agreed to waive fees or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.18% on Class A, Class B, Class C and Class R shares. In determining the advisor's obligation to waive fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Other Expenses to exceed the limits: (i) Rule 12b-1 fees;
(ii) interest; (iii) taxes; (iv) extraordinary items (these are expenses that are not anticipated to arise from the fund's day-to-day operations), or items designated as such by the fund's board of trustees; (v) expenses related to a merger or reorganization, as approved by the fund's board of trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the fund benefits are in the form of credits that the fund receives from the banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through December 31, 2006.]
(7) [In addition to the Total Annual Fund Operating Expense which the fund bears directly, the fund's shareholders indirectly bear the expenses of the underlying funds in which the fund invests. The fund's Estimated Indirect Expense of Underlying Funds is based on the annual operating expenses of the underlying funds and the target allocation percentages.]

If a financial institution is managing your account you may also be charged a transaction or other fee by such financial institution.

As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge.

EXPENSE EXAMPLE

This example is intended to help you compare the costs of investing in different classes of the fund with the cost of investing in other mutual funds.

The example assumes that you 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, that the fund's operating expenses remain the same, includes the effect of any contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds. To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                                               1 YEAR     3 YEARS
---------------------------------------------------------------------------------
Class A                                                        [$709      $1,141
Class B                                                          743       1,151
Class C                                                          343         851
Class R                                                          193         701]
---------------------------------------------------------------------------------

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

                                                               1 YEAR     3 YEARS
---------------------------------------------------------------------------------
Class A                                                        [$709      $1,141
Class B                                                          243         851
Class C                                                          243         851
Class R                                                          193         701]
---------------------------------------------------------------------------------

3


AIM INTERNATIONAL ALLOCATION FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The following supplemental hypothetical investment information provides additional information in a different format from the preceding Fee Table and Expense Example about the effect of a fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. Because a fund's annual return when quoted is already reduced by the fund's fees and expenses for that year, this hypothetical expense information is intended to help you understand the annual and cumulative impact of a fund's fees and expenses on your investment. Assuming a hypothetical investment of $10,000 in each class of shares of the fund and a 5% return before expenses each year, the chart shows the cumulative return before expenses, the cumulative return after expenses, the ending balance and the estimated annual expenses for each year one through ten. The chart also assumes that the current annual expense ratio stays the same throughout the 10-year period. The current annual expense ratio for each class, which is the same as stated in the Fee Table above, is reflected in the chart and is net of any contractual fee waiver or expense reimbursement. There is no assurance that the annual expense ratio will be the expense ratio for the fund class. To the extent that the advisor makes any waivers or reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. The chart does not take into account initial or contingent deferred sales charges, if any. You should understand that this is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A--ANNUAL EXPENSE
RATIO [1.65]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.35%           6.81%       10.39%       14.09%       17.91%       21.86%       25.94%
End of Year Balance           $10,355.00      $10,681.22   $11,039.04   $11,408.85   $11,791.05   $12,186.05   $12,594.28
Estimated Annual Expenses     $   167.76      $   173.38   $   179.19   $   185.20   $   191.40   $   197.81   $   204.44
-------------------------------------------------------------------------------------------------------------------------

CLASS A--ANNUAL EXPENSE
RATIO [1.65]%                   YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        30.16%       34.52%       39.03%
End of Year Balance           $13,016.19   $13,452.23   $13,902.88
Estimated Annual Expenses     $   211.29   $   218.36   $  225.68]
-------------------------------------------------------------------------------------------------------------------------

CLASS B--ANNUAL EXPENSE
RATIO [2.40]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         2.60%           5.27%        8.00%       10.81%       13.69%       16.65%       19.68%
End of Year Balance           $10,260.00      $10,526.76   $10,800.46   $11,081.27   $11,369.38   $11,664.98   $11,968.27
Estimated Annual Expenses     $   243.12      $   249.44   $   255.93   $   262.58   $   269.41   $   276.41   $   283.60
-------------------------------------------------------------------------------------------------------------------------

CLASS B--ANNUAL EXPENSE
RATIO [2.40]%                   YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        22.79%       26.91%       31.16%
End of Year Balance           $12,279.45   $12,690.81   $13,115.95
Estimated Annual Expenses     $   290.97   $   206.00   $  212.91]
-------------------------------------------------------------------------------------------------------------------------

CLASS C--ANNUAL EXPENSE
RATIO [2.40]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         2.60%           5.27%        8.00%       10.81%       13.69%       16.65%       19.68%
End of Year Balance           $10,260.00      $10,526.76   $10,800.46   $11,081.27   $11,369.38   $11,664.98   $11,968.27
Estimated Annual Expenses     $   243.12      $   249.44   $   255.93   $   262.58   $   269.41   $   276.41   $   283.60
-------------------------------------------------------------------------------------------------------------------------

CLASS C--ANNUAL EXPENSE
RATIO [2.40]%                   YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        22.79%       25.99%       29.26%
End of Year Balance           $12,279.45   $12,598.71   $12,926.28
Estimated Annual Expenses     $   290.97   $   298.54   $  306.30]
-------------------------------------------------------------------------------------------------------------------------

CLASS R--ANNUAL EXPENSE
RATIO [1.90]%                   YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.10%           6.30%        9.59%       12.99%       16.49%       20.10%       23.83%
End of Year Balance           $10,310.00      $10,629.61   $10,959.13   $11,298.86   $11,649.13   $12,010.25   $12,382.57
Estimated Annual Expenses     $   192.95      $   198.93   $   205.09   $   211.45   $   218.01   $   224.76   $   231.73
-------------------------------------------------------------------------------------------------------------------------

CLASS R--ANNUAL EXPENSE
RATIO [1.90]%                   YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        27.66%       31.62%       35.70%
End of Year Balance           $12,766.43   $13,162.18   $13,570.21
Estimated Annual Expenses     $   238.92   $   246.32   $  253.96]
-------------------------------------------------------------------------------------------------------------------------

DISCLOSURE OF PORTFOLIO HOLDINGS


The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at (http://www.aiminvestments.com). To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:

---------------------------------------------------------------------------------------------------------------------------------
                                                    APPROXIMATE DATE OF                          INFORMATION REMAINS
INFORMATION                                           WEBSITE POSTING                             POSTED ON WEBSITE
---------------------------------------------------------------------------------------------------------------------------------
 Top ten holdings as of month end        15 days after month end                      Until posting of the following month's top
                                                                                      ten holdings
---------------------------------------------------------------------------------------------------------------------------------
 Complete portfolio holdings as of       30 days after calendar quarter end           For one year
 calendar quarter end
---------------------------------------------------------------------------------------------------------------------------------

A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at (http://www.aiminvestments.com).

4


AIM INTERNATIONAL ALLOCATION FUND

FUND MANAGEMENT

THE ADVISOR

AIM 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 200 investment portfolios, including the fund, encompassing a broad range of investment objectives.

On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) is being created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI agreed to create a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; (iii) that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and that the defendants adopted unlawful distribution plans; (iv) that the defendants breached their fiduciary duties by charging distribution fees while funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same fund were not charged the same distribution fees; (v) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions; and (vi) that the defendants breached their fiduciary duties by failing to ensure that the funds participated in class action settlements in which they were eligible to participate.

Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information.

As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds.

ADVISOR COMPENSATION

The advisor does not receive a management fee from the fund.

PORTFOLIO MANAGERS

The fund is not actively managed, however, Gary K. Wendler, Director of Research and Product Development for an affiliate of the advisor, assisted by a group of research professionals, determines the asset class allocation, underlying fund selections and target weightings for the fund. Mr. Wendler finalizes these allocations and selections with the help of a committee of investment professionals. He has been responsible for the fund since its inception in 2005 and has been associated with the advisor and/or its affiliates since 1995.

The underlying funds are actively managed by teams of investment professionals. More information on the management teams of the underlying funds may be found on our website (http://www.aiminvestments.com). The website is not a part of this prospectus.

5


AIM INTERNATIONAL ALLOCATION FUND

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM International Allocation Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "Shareholder Information--Choosing a Share Class" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to the contingent deferred sales charge listed in that section. Purchases of Class B and Class C shares are subject to the contingent deferred sales charges listed in that section. Certain purchases of Class R shares may be subject to the contingent deferred sales charge listed in that section.

DIVIDENDS AND DISTRIBUTIONS

The fund expects that its distributions, if any, will consist of both capital gains and ordinary income.

DIVIDENDS

The fund generally declares and pays dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS

The fund generally distributes long-term and short-term capital gains, if any, annually.

6


THE AIM FUNDS

SHAREHOLDER INFORMATION

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

CHOOSING A SHARE CLASS

Most of the funds have multiple classes of shares, each class representing an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment relative to a less expensive class. In deciding which class of shares to purchase, you should consider, among other things, (i) the length of time you expect to hold your shares, (ii) the provisions of the distribution plan, if any, applicable to the class (iii) the eligibility requirements that apply to purchases of a particular class, and (iv) any services you may receive in making your investment determination. In addition, you should consider the other factors described below. Please contact your financial advisor to assist you in making your decision.

CLASS A(1)           CLASS A3          CLASS B(4)          CLASS C           CLASS K           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial      - No initial
  charge               sales charge      charge              sales charge      sales charge      sales charge      sales charge

- Reduced or waived  - No contingent   - Contingent        - Contingent      - Generally, no   - Generally, no   - No contingent
  initial sales        deferred sales    deferred sales    deferred sales      contingent        contingent        deferred sales
  charge for           charge            charge on           charge on         deferred sales    deferred sales    charge
  certain                                redemptions         redemptions       charge(2)         charge(2)
  purchases(2)                           within six years    within one
                                                             year(7)

- Generally, lower   - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  distribution and     0.35%             1.00%             1.00%               0.45%             0.50%             0.25%(3)
  service (12b-1)
  fee than Class B,
  Class C, Class K
  or Class R shares
  (See "Fee Table
  and Expense
  Example")(3)

                     - Does not        - Converts to       - Does not        - Does not        - Does not        - Does not
                       convert to        Class A shares    convert to Class    convert to        convert to        convert to
                       Class A shares    at the end of       A shares          Class A shares    Class A shares    Class A shares
                                         the month which
                                         is eight years
                                         after the date
                                         on which shares
                                         were purchased
                                         along with a pro
                                         rata portion of
                                         its reinvested
                                         dividends and
                                         distributions(5)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally,      - Generally,      - Closed to new
  appropriate for      for a limited     limited to          appropriate       only available    only available    investors,
  long-term            number of         amount less than    for short-        to retirement     to employee       except as
  investors            funds             $100,000(6)         term investors    plans,            benefit           described in
                                                                               educational       plans(9)          the
                                                           - Purchase          savings                             "Purchasing
                                                           orders limited      programs and                        Shares --
                                                             to amount less    wrap programs                       Grandfathered
                                                             than                                                  Investors"
                                                             $1,000,000(8)                                         section of
                                                                                                                   your
                                                                                                                   prospectus
---------------------------------------------------------------------------------------------------------------------------------

Certain funds also offer Institutional Class shares to certain eligible institutional investors; consult the fund's Statement of Additional Information for the Institutional Class shares for details.

(1) As of the close of business on October 30, 2002, Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors.

(2) A contingent deferred sales charge may apply in some cases.

(3) Class A shares of AIM Tax-Free Intermediate Fund and Investor Class shares of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio do not have a 12b-1 fee.

(4) Class B shares are not available as an investment for retirement plans maintained pursuant to Section 401 of the Internal Revenue Code. These plans include 401(k) plans (including AIM Solo 401(k) plans), money purchase pension plans and profit sharing plans. Plans that have existing accounts invested in Class B shares will continue to be allowed to make additional purchases.

(5) AIM Money Market Fund: Class B shares convert to AIM Cash Reserve Shares. AIM Global Equity 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 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.

(6) Any purchase order for Class B shares in an amount equal to or in excess of $100,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation.

(7) A contingent deferred sales charge (CDSC) does not apply to redemption of Class C shares of AIM Short Term Bond Fund unless you exchange Class C shares of another fund that are subject to a CDSC into AIM Short Term Bond Fund.

MCF--07/05 B

A-1


THE AIM FUNDS

(8) Any purchase order for Class C shares in an amount equal to or in excess of $1,000,000 will be rejected. Although our ability to monitor or enforce this limitation for underlying shareholders of omnibus accounts is severely limited, we have advised the administrators of omnibus accounts maintained by brokers, retirement plans and approved fee-based programs of this limitation.

(9) Generally, Class R shares are only available to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, 457 of the Internal Revenue Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Internal Revenue Code, respectively; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the Internal Revenue Code. Retirement plans maintained pursuant to Section 401 generally include 401(k) plans, profit sharing plans, money purchase pension plans, and defined benefit plans. Retirement plans maintained pursuant to Section 403 must be established and maintained by non-profit organizations operating pursuant to Section 501(c)(3) of the Internal Revenue Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

DISTRIBUTION AND SERVICE (12b-1) FEES

Each fund (except AIM Tax-Free Intermediate Fund with respect to its Class A shares and AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio with respect to their Investor Class shares) has adopted 12b-1 plans that allow the fund to pay distribution fees to A I M Distributors, Inc. (ADI) for the sale and distribution of its shares and fees for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the fund pays these fees out of its assets on an ongoing basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.

SALES CHARGES

Sales charges on the funds and classes of those funds are detailed below. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

Certain categories of persons are permitted to purchase Class A shares of the funds without paying an initial sales charge because their transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. For more detailed information regarding eligibility to purchase or redeem shares at reduced or without sales charges, please consult the fund's website at www.aiminvestments.com and click on the links "My Account", Service Center, or consult the fund's Statement of Additional Information, which is available upon request free of charge.

INITIAL SALES CHARGES
The funds (except AIM Short Term Bond Fund) 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 fund is classified.

CATEGORY I INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $   25,000      5.50%          5.82%
                 $ 25,000 but less than $   50,000      5.25           5.54
                 $ 50,000 but less than $  100,000      4.75           4.99
                 $100,000 but less than $  250,000      3.75           3.90
                 $250,000 but less than $  500,000      3.00           3.09
                 $500,000 but less than $1,000,000      2.00           2.04
------------------------------------------------------------------------------

CATEGORY II INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $   50,000      4.75%          4.99%
                 $ 50,000 but less than $  100,000      4.00           4.17
                 $100,000 but less than $  250,000      3.75           3.90
                 $250,000 but less than $  500,000      2.50           2.56
                 $500,000 but less than $1,000,000      2.00           2.04
------------------------------------------------------------------------------

CATEGORY III INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $  100,000      1.00%          1.01%
                 $100,000 but less than $  250,000      0.75           0.76
                 $250,000 but less than $1,000,000      0.50           0.50
------------------------------------------------------------------------------

AIM SHORT TERM BOND FUND INITIAL SALES CHARGES

                                                           INVESTOR'S
                                                          SALES CHARGE
                                                   ---------------------------
AMOUNT OF INVESTMENT                                 AS A % OF      AS A % OF
IN SINGLE TRANSACTION                              OFFERING PRICE   INVESTMENT
------------------------------------------------------------------------------
                              Less than $  100,000      2.50%          2.56%
                 $100,000 but less than $  250,000      2.00           2.04
                 $250,000 but less than $  500,000      1.50           1.52
                 $500,000 but less than $1,000,000      1.25           1.27
------------------------------------------------------------------------------

SHARES SOLD WITHOUT A SALES CHARGE
You will not pay an initial sales charge on purchases of Class A shares of AIM Tax-Exempt Cash Fund or AIM Cash Reserve Shares of AIM Money Market Fund.

You will not pay an initial sales charge or a contingent deferred sales charge (CDSC) on Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund.

You will not pay an initial sales charge or a CDSC on Investor Class shares of any 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 and AIM Short Term Bond Fund at net asset value. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

MCF--07/05 B

A-2


THE AIM FUNDS

If you currently own Class A shares of a Category I or II fund or AIM Short Term Bond Fund and make additional purchases at net asset value that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

Some retirement plans can purchase Class A shares at their net asset value per share. If ADI paid a concession to the dealer of record in connection with a Large Purchase of Class A shares by a retirement plan, the Class A shares may be subject to a 1% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the plan's initial purchase.

You may be charged a CDSC when you redeem AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC.

ADI may pay a dealer concession and/or a service fee for Large Purchases and purchases by certain retirement plans.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS B AND CLASS C SHARES
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
--------------------------------------------------------------------------------

You can purchase Class C shares of AIM Short Term Bond Fund at their net asset value and not subject to a CDSC. However, you may be charged a CDSC when you redeem Class C shares of AIM Short Term Bond Fund if you acquired those shares through an exchange, and the shares originally purchased were subject to a CDSC.

CONTINGENT DEFERRED SALES CHARGES FOR CLASS K AND CLASS R SHARES
You can purchase Class K and Class R shares at their net asset value per share. If ADI pays a concession to the dealer of record, however, the Class K shares are subject to a 0.70% CDSC and the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within 12 months from the date of the retirement plan's initial purchase.

COMPUTING A CDSC
The CDSC on redemptions of shares is computed based on the lower of their original purchase price or current market value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, we will assume that you are redeeming shares on which there is no CDSC first and, then, shares in the order of purchase.

REDUCED SALES CHARGES AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify for these reductions or exceptions, you or your financial advisor must notify the transfer agent at the time of purchase that your purchase qualifies for such treatment. Certain individuals and employer-sponsored retirement plans may link accounts for the purpose of qualifying for lower initial sales charges. You or your financial consultant must provide other account numbers to be considered for Rights of Accumulation, or mark the Letter of Intent section on the account application, or provide other relevant documentation, so that the transfer agent can verify your eligibility for the reduction or exception. Consult the fund's Statement of Additional Information for details.

REDUCED SALES CHARGES
You may be eligible to buy Class A shares at reduced initial sales charge rates under Rights of Accumulation or Letters of Intent under certain circumstances.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Class B and Class C shares of AIM Floating Rate Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges pursuant to Rights of Accumulation or Letters of Intent.

RIGHTS OF ACCUMULATION
You may combine your new purchases of Class A shares of a fund with fund shares currently owned (Class A, B, C, K or R) and investments in the AIM College Savings Plan(SM) for the purpose of qualifying for the lower initial sales charge rates that apply to larger purchases. The applicable initial sales charge for the new purchase is based on the total of your current purchase and the public offering price of all other shares you own. The transfer agent may automatically link certain accounts registered in the same name, with the same taxpayer identification number, for the purpose of qualifying you for lower initial sales charge rates.

LETTERS OF INTENT
Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of the funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full face amount of the LOI is not invested by the end of the 13-month period, your account will be adjusted to the higher initial sales charge level for the amount actually invested.

INITIAL SALES CHARGE EXCEPTIONS
You will not pay initial sales charges

- on shares purchased by reinvesting dividends and distributions;

- when exchanging shares among certain funds; and

- when a merger, consolidation, or acquisition of assets of a fund occurs.

MCF--07/05 B

A-3


THE AIM FUNDS

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS
You will not pay a CDSC

- if you redeem Class B shares you held for more than six years;

- if you redeem Class C shares you held for more than one year;

- if you redeem Class C shares of a fund other than AIM Short Term Bond Fund and you received such Class C shares by exchanging Class C shares of AIM Short Term Bond Fund;

- if you redeem Class C shares of AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another fund and the original purchase was subject to a CDSC;

- if you are a participant in a retirement plan and your plan redeems, at any time, less than all of the Class A, C, K or Class R shares held through such plan that would otherwise be subject to a CDSC;

- if you are a participant in a retirement plan and your plan redeems, after having held them for more than one year from the date of the plan's initial purchase, all of the Class A, C, K or Class R shares held through such plan that would otherwise be subject to a CDSC;

- if you are a participant in a qualified retirement plan and redeem Class A, Class C, Class K or Class R shares in order to fund a distribution;

- if you participate in the Systematic Redemption Plan and withdraw up to 12% of the value of your shares that are subject to a CDSC in any twelve-month period;

- if you redeem shares to pay account fees;

- for redemptions following the death or post-purchase disability of a shareholder or beneficial owner;

- if you redeem shares acquired through reinvestment of dividends and distributions; and

- on increases in the net asset value of your shares.

There may be other situations when you may be able to purchase or redeem shares at reduced or without sales charges. Consult the fund's Statement of Additional Information for details.

ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS

The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, ADI or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments from their own resources, from ADI's retention of underwriting concessions and from payments to ADI under Rule 12b-1 plans. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates.

ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of the funds and Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law.

ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets.

You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you

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THE AIM FUNDS

additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES

While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except the money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders.

AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds:

(1) trade activity monitoring;

(2) trading guidelines;

(3) redemption fee on trades in certain funds; and

(4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds.

Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests.

The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures that would limit frequent purchases and redemptions of such funds' shares. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons:

- The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.

- One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds.

- The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

- Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations.

The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with short-term durations than may otherwise be required, the fund's yield could be negatively impacted.

TRADE ACTIVITY MONITORING

The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above.

The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading.

TRADING GUIDELINES

If you exceed four exchanges out of a fund (other than AIM Money Market Fund, AIM Tax-Exempt Cash Fund, AIM Limited Maturity Treasury Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio) per calendar year, or a

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THE AIM FUNDS

fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year.

The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts.

Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle.

REDEMPTION FEE

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of purchase. See "Redeeming Shares -- Redemption Fee" for more information.

The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts.

For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee".

FAIR VALUE PRICING

Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

See "Pricing of Shares -- Determination of Net Asset Value" for more information.

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THE AIM FUNDS

PURCHASING SHARES

If you hold your shares through a broker/dealer or other financial institution, your eligibility to purchase those shares, the conditions for purchase and sale, and the minimum and maximum amounts allowed may differ depending on that institution's policies.

MINIMUM INVESTMENTS PER FUND ACCOUNT

There are no minimum investments with respect to Class K or Class R shares for fund accounts. The minimum investments with respect to Class A, A3, B and C shares and Investor Class shares for fund accounts are as follows:

                                                                              INITIAL                       ADDITIONAL
TYPE OF ACCOUNT                                                             INVESTMENTS                    INVESTMENTS
-------------------------------------------------------------------------------------------------------------------------
Employer-Sponsored Retirement Plans (includes section 401,     $   0 ($25 per fund investment for              $25
403 and                                                                salary deferrals from
457 plans, and SEP, SARSEP and SIMPLE IRA plans)                       Employer-Sponsored Retirement
                                                                       Plans)

Systematic Purchase Plan                                          50                                            50

IRA, Roth IRA or Coverdell ESA                                   250                                            25

All other accounts                                             1,000                                            50

ADI has the discretion to accept orders for lesser amounts.
-------------------------------------------------------------------------------------------------------------------------

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information.

PURCHASE OPTIONS

                                       OPENING AN ACCOUNT                         ADDING TO AN ACCOUNT
-------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor            Contact your financial advisor.            Same
By Mail                                Mail completed account application and     Mail your check and the remittance slip
                                       check to the transfer agent, AIM           from your confirmation statement to the
                                       Investment Services, Inc., P.O. Box        transfer agent.
                                       4739, Houston, TX 77210-4739.
By Wire                                Mail completed account application to      Call the transfer agent to receive a
                                       the transfer agent. Call the transfer      reference number. Then, use the wire
                                       agent at (800) 959-4246 to receive a       instructions at left.
                                       reference number. Then, use the
                                       following wire instructions:
                                       Beneficiary Bank ABA/Routing #:
                                       113000609
                                       Beneficiary Account Number: 00100366807
                                       Beneficiary Account Name: AIM
                                       Investment Services, Inc.
                                       RFB: Fund Name, Reference #
                                       OBI: Your Name, Account #

By Telephone                           Open your account using one of the         Select the AIM Bank
                                       methods described above.                   Connection--Servicemark-- option on
                                                                                  your completed account application or
                                                                                  complete an AIM Bank Connection form.
                                                                                  Mail the application or form to the
                                                                                  transfer agent. Once the transfer agent
                                                                                  has received the form, call the
                                                                                  transfer agent to place your purchase
                                                                                  order.
                                                                                  Call the AIM 24-hour Automated Investor
                                                                                  Line at 1-800-246-5463. You may place
                                                                                  your order after you have provided the
                                                                                  bank instructions that will be
                                                                                  requested.

By Internet                            Open your account using one of the         Access your account at
                                       methods described above.                   www.aiminvestments.com. The proper bank
                                                                                  instructions must have been provided on
                                                                                  your account. You may not purchase
                                                                                  shares in retirement accounts on the
                                                                                  internet.
-------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

GRANDFATHERED INVESTORS

Investor Class shares of a fund may be purchased only by: (1) persons or entities who had established an account, prior to April 1, 2002, in Investor Class shares of any of the funds currently distributed by ADI (the Grandfathered Funds) and have continuously maintained such account in Investor Class shares since April 1, 2002; (2) any person or entity listed in the account registration for any Grandfathered Funds, which account was established prior to April 1, 2002 and continuously maintained since April 1, 2002, such as joint owners, trustees, custodians and designated beneficiaries; (3) customers of certain financial institutions, wrap accounts or other fee-based advisory programs, or insurance company separate accounts, which have had relationships with ADI and/or any of the Grandfathered Funds prior to April 1, 2002 and continuously maintained such relationships since April 1, 2002; (4) defined benefit, defined contribution and deferred compensation plans; and (5) fund trustees, employees of AMVESCAP PLC and its subsidiaries, AMVESCAP directors, and their immediate families.

SPECIAL PLANS

SYSTEMATIC PURCHASE PLAN
You can arrange for periodic investments in any of the funds by authorizing the transfer agent to withdraw the amount of your investment from your bank account on a day or dates you specify and in an amount of at least $50. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal.

DOLLAR COST AVERAGING
Dollar Cost Averaging allows you to make automatic monthly or quarterly exchanges, if permitted, from one fund account to one or more other fund accounts with the identical registration. The account from which exchanges are to be made must have a minimum balance of $5,000 before you can use this option. Exchanges will occur on (or about) the day of the month you specify, in the amount you specify. Dollar Cost Averaging cannot be set up for the 29th through the 31st of the month. The minimum amount you can exchange to another fund is $50. You may participate in a dollar cost averaging program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Dollar Cost Averaging program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year.

AUTOMATIC DIVIDEND INVESTMENT
All of your dividends and distributions may be paid in cash or invested in any fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You may invest your dividends and distributions per the rules listed in the "Permitted Exchanges" section.

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

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

(2) Both accounts must have identical registration information.

PORTFOLIO REBALANCING PROGRAM
If you have at least $5,000 in your account, you may participate in the Portfolio Rebalancing Program. Under this Program, you can designate how the total value of your fund holdings should be rebalanced, on a percentage basis, between two and ten of your funds on a quarterly, semiannual or annual basis. Your portfolio will be rebalanced through the exchange of shares in one or more of your funds for shares of the same class of one or more other funds in your portfolio. Rebalancing will NOT occur if your portfolio is within 2% of your stated allocation. If you wish to participate in the Program, make changes or cancel the Program, the transfer agent must receive your request to participate, changes, or cancellation in good order at least five business days prior to the next rebalancing date, which is normally the 28th day of the last month of the period you choose. You may realize taxable gains from these exchanges. We may modify, suspend or terminate the Program at any time on 60 days prior written notice. You may participate in a portfolio rebalancing program hosted by your dealer of record, your financial advisor or another financial intermediary. If such program is the same or similar to AIM's Portfolio Rebalancing Program and is non-discretionary, both as determined by an AIM Affiliate, exchanges made pursuant to such program generally will not be counted toward the trading guideline limitation of four exchanges out of a fund per calendar year.

RETIREMENT PLANS
Shares of most of the funds can be purchased through tax-sheltered retirement plans made available to corporations, individuals and employees of non-profit organizations and public schools. A plan document must be adopted to establish a retirement plan. You may use AIM sponsored retirement plans, which include IRAs, Roth IRAs, SIMPLE IRA plans, SEP/SARSEP plans, 403(b) plans, Solo 401(k) plans and Money Purchase/Profit Sharing plans, or another sponsor's retirement plan. AIM Investment Services, Inc. assesses certain fees associated with the maintenance of certain types of retirement plan accounts and the provision of specialized recordkeeping services for those plan accounts. ADI assesses certain fees associated with the maintenance of retirement plan documents for which it acts as the prototype sponsor. Contact your financial advisor for details.

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THE AIM FUNDS

REDEEMING SHARES

REDEMPTION FEE

You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase:

AIM Asia Pacific Growth Fund  AIM Global Value Fund
AIM Developing Markets Fund   AIM High Yield Fund
AIM European Growth Fund      AIM International Core Equity Fund
AIM European Small Company    AIM International Growth Fund
Fund                          AIM International Small Company Fund
AIM Global Aggressive Growth  AIM S&P 500 Index Fund
Fund                          AIM Trimark Fund
AIM Global Equity Fund
AIM Global Growth Fund
AIM Global Real Estate Fund

The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last.

The 2% redemption fee generally will not be charged on transactions involving the following:

(1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee;

(2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee;

(3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the Code) where the systematic capability to process the redemption fee does not exist;

(4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments;

(5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary;

(6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or
(ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability;

(7) total or partial redemption of shares acquired through investment of dividends and other distributions; or

(8) redemptions initiated by a fund.

The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above.

Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to assess redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund.

The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes.

Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee.

REDEMPTION OF CLASS A SHARES AND AIM CASH RESERVE SHARES ACQUIRED BY EXCHANGE

If you purchase $1,000,000 or more of Class A shares of any fund, or if you make additional purchases of Class A shares on and after

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THE AIM FUNDS

October 31, 2002 at net asset value, your shares may be subject to a CDSC upon redemption as described below.

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of Category  - Class A shares of Category I     - 1% if shares are redeemed
  I or II Fund or AIM Short     or II Fund or AIM Short Term       within 18 months of initial
  Term Bond Fund                Bond Fund                          purchase of Category I or II
                              - Class A shares of Category III     Fund or AIM Short Term Bond
                                Fund(2)                            Fund shares
                              - AIM Cash Reserve Shares of AIM
                                Money Market Fund

- Class A shares of Category  - Class A shares of Category I     - 1% if shares are redeemed
  III Fund(1)                   or II Fund or AIM Short Term       within 18 months of initial
                                Bond Fund                          purchase of Category III Fund
                                                                   shares

- Class A shares of Category  - Class A shares of Category III   - No CDSC
  III Fund(1)                   Fund(2)
                              - Class A shares of AIM Tax-
                                Exempt Cash Fund
                              - AIM Cash Reserve Shares of AIM
                                Money Market

(1) As of the close of business on October 30, 2002, only existing shareholders of Class A shares of a Category III Fund may purchase such shares.
(2) Beginning on February 17, 2003, Class A shares of a Category I, II or III Fund or AIM Short Term Bond Fund may not be exchanged for Class A shares of Category III 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 Advisor        Contact your financial advisor, including
                                   your retirement plan or program sponsor.

By Mail                            Send a written request to the transfer
                                   agent. Requests must include (1) original
                                   signatures of all registered
                                   owners/trustees; (2) the name of the fund
                                   and your account number; (3) if the transfer
                                   agent does not hold your shares, endorsed
                                   share certificates or share certificates
                                   accompanied by an executed stock power; and
                                   (4) signature guarantees, if necessary (see
                                   below). The transfer agent may require that
                                   you provide additional information, such as
                                   corporate resolutions or powers of attorney,
                                   if applicable. If you are redeeming from an
                                   IRA account, you must include a statement of
                                   whether or not you are at least 59 1/2 years
                                   old and whether you wish to have federal
                                   income tax withheld from your proceeds. The
                                   transfer agent may require certain other
                                   information before you can redeem from an
                                   employer-sponsored retirement plan. Contact
                                   your employer for details.

By Telephone                       Call the transfer agent at 1-800-959-4246 or
                                   our AIM 24-hour Automated Investor Line at
                                   1-800-246-5463. You will be allowed to
                                   redeem by telephone if (1) the proceeds are
                                   to be mailed to the address on record (if
                                   there has been no change communicated to us
                                   within the last 30 days) or transferred
                                   electronically to a pre-authorized checking
                                   account; (2) you do not hold physical share
                                   certificates; (3) you can provide proper
                                   identification information; (4) the proceeds
                                   of the redemption do not exceed $250,000;
                                   and (5) you have not previously declined the
                                   telephone redemption privilege. Certain
                                   retirement accounts and 403(b) plans, may
                                   not be redeemed by telephone. For funds
                                   other than Premier Portfolio, Premier
                                   Tax-Exempt Portfolio and Premier U.S.
                                   Government Money Portfolio, the transfer
                                   agent must receive your call during the
                                   hours of the customary trading session of
                                   the New York Stock Exchange (NYSE) in order
                                   to effect the redemption at that day's
                                   closing price. For Premier Portfolio,
                                   Premier Tax-Exempt Portfolio and Premier
                                   U.S. Government Money Portfolio, the
                                   transfer agent must receive your call before
                                   the last net asset value determination on a
                                   business day in order to effect the
                                   redemption at that day's closing price. You
                                   may, with limited exceptions, redeem from an
                                   IRA account by telephone. Redemptions from
                                   other types of retirement accounts may be
                                   requested in writing.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by internet if (1) you do not hold
                                   physical share certificates; (2) you can
                                   provide proper identification information;
                                   (3) the proceeds of the redemption do not
                                   exceed $250,000; and (4) you have already
                                   provided proper bank information. AIM
                                   prototype retirement accounts may not be
                                   redeemed on the internet. For funds other
                                   than Premier Portfolio, Premier Tax-Exempt
                                   Portfolio and Premier U.S. Government Money
                                   Portfolio, the transfer agent must confirm
                                   your transaction during the hours of the
                                   customary trading session of the NYSE in
                                   order to effect the redemption at that day's
                                   closing price. For Premier Portfolio,
                                   Premier Tax-Exempt Portfolio and Premier
                                   U.S. Government Money Portfolio, the
                                   transfer agent must confirm your transaction
                                   before the last net asset value
                                   determination on a business day in order to
                                   effect the redemption at that day's closing
                                   price.


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THE AIM FUNDS

TIMING AND METHOD OF PAYMENT

We normally will send out checks within one business day, and in any event no more than seven days, after we accept your request to redeem. If you redeem shares recently purchased by check, you will be required to wait up to ten business days before we will send your redemption proceeds. This delay is necessary to ensure that the purchase check has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted.

REDEMPTION BY MAIL
If you mail us a request in good order to redeem your shares, we will mail you a check in the amount of the redemption proceeds to the address on record with us. If your request is not in good order, you may have to provide us with additional documentation in order to redeem your shares.

REDEMPTION BY TELEPHONE
If you redeem by telephone, we will mail you a check in the amount of the redemption proceeds to your address of record (if there has been no change communicated to the transfer agent within the previous 30 days) or transmit them electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine, but we are not liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTION BY INTERNET
If you redeem by internet, we will transmit your redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by internet are genuine, but we are not liable for internet instructions that are reasonably believed to be genuine.

PAYMENT FOR SYSTEMATIC REDEMPTIONS
You may arrange for regular monthly or quarterly withdrawals from your account of at least $50. You also may make annual withdrawals if you own Class A shares. We will redeem enough shares from your account to cover the amount withdrawn. You must have an account balance of at least $5,000 to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

EXPEDITED REDEMPTIONS
(AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)
If we receive your redemption order before 11:30 a.m. Eastern Time, we will try to transmit payment of redemption proceeds on that same day. If we receive your redemption order after 11:30 a.m. Eastern Time and before the close of the customary trading session of the NYSE, we generally will transmit payment on the next business day.

REDEMPTIONS BY CHECK
(CLASS A SHARES OF AIM TAX-EXEMPT CASH FUND, AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND AND INVESTOR CLASS SHARES OF AIM MONEY MARKET FUND, AIM TAX-EXEMPT CASH FUND, PREMIER PORTFOLIO, PREMIER TAX-EXEMPT PORTFOLIO AND PREMIER U.S. GOVERNMENT MONEY PORTFOLIO ONLY)

You may redeem shares of these funds by writing checks in amounts of $250 or more if you have completed an authorization form. Redemption by check is not available for retirement accounts.

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $250,000;

(2) you request that payment be made to someone other than the name registered on the account;

(3) you request that payment be sent somewhere other than the bank of record on the account; or

(4) you request that payment be sent to a new address or an address that changed in the last 30 days.

The transfer agent will accept a guarantee of your signature by a number of financial institutions. Call the transfer agent for additional information. Some institutions have transaction amount maximums for these guarantees. Please check with the guarantor institution.

REDEMPTIONS IN KIND

Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).

REDEMPTIONS BY THE FUNDS

If your account (Class A, Class A3, Class B, Class C and Investor Class shares only) has been open at least one year, you have not made an additional purchase in the account during the past six calendar months, and the value of your account falls below $500 ($250 for Investor Class shares) for three consecutive months due to redemptions or exchanges (excluding retirement accounts), the funds have the right to redeem the account after giving you 60 days' prior written notice. You may avoid having your account redeemed during the notice period by bringing the account value up to $500 ($250 for Investor Class shares) or by utilizing the Automatic Investment Plan.

If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one fund for those of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire. Exchange privileges also apply to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992.

You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee."

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THE AIM FUNDS

PERMITTED EXCHANGES

Except as otherwise stated under "Exchanges Not Permitted," you generally may exchange your shares for shares of the same class of another fund.

------------------------------------------------------------------------------------------------------------------------------------
EXCHANGE FROM                                  EXCHANGE TO                                ALLOWED                  PROHIBITED
------------------------------------------------------------------------------------------------------------------------------------
Class A                  Class A, A3, Investor Class, or AIM Cash Reserve
                         Shares. Exceptions are:
                         - Class A Shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
                         - Class A Shares of AIM Limited   Maturity Treasury                             X
                         Fund, AIM Tax-Exempt Cash Fund and AIM Tax-Free
                           Intermediate Fund cannot be exchanged for Class A3
                           Shares of those funds.
                         - Investor Class Shares of all   funds are currently
                         offered to new investors only on a limited basis.
------------------------------------------------------------------------------------------------------------------------------------
Class A                  Class B, C, K, R, Institutional Class Shares or Shares
                         of the AIM Summit Fund.                                                                                   X
------------------------------------------------------------------------------------------------------------------------------------
Class A3                 Class A, A3, Investor Class, or AIM Cash Reserve
                         Shares. Exceptions are:
                         - Class A3 Shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund cannot be                               X
                           exchanged for Class A Shares of those funds.
                         - Investor Class Shares of all   funds are currently
                         offered to new investors only on a limited basis.
------------------------------------------------------------------------------------------------------------------------------------
Class A3                 Class B, C, K, R, Institutional Class Shares, or shares
                         of AIM Summit Fund.                                                                                       X
------------------------------------------------------------------------------------------------------------------------------------
Class B                  Class B. Exceptions are:
                         - Class B Shares of other funds   cannot be exchanged                           X
                         for Class B Shares of AIM Floating Rate Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class B                  Class A, A3, C, K, R, AIM Cash Reserve Shares,
                         Institutional, Investor Class Shares, or shares of AIM                                                    X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class C                  Class C. Exceptions are:
                         - Class C shares of other funds   cannot be exchanged                           X
                         for Class C shares of AIM Floating Rate Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class C                  Class A, A3, B, K, R, AIM Cash Reserve Shares,
                         Institutional, Investor Class shares or shares of AIM                                                     X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class K                  Class K                                                                         X
------------------------------------------------------------------------------------------------------------------------------------
Class K                  Class A, A3, B, C, R, AIM Cash Reserve Shares,
                         Institutional, Investor Class shares, or shares of AIM                                                    X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
Class R                  Class R                                                                         X
------------------------------------------------------------------------------------------------------------------------------------
Class R                  Class A, A3, B, C, K, AIM Cash Reserve Shares,
                         Institutional, Investor Class shares, or shares of AIM                                                    X
                         Summit Fund.
------------------------------------------------------------------------------------------------------------------------------------
AIM Cash Reserve Shares  Class A, A3, B, C, R, or Investor Class shares.
                         Exceptions are:
                         - Class A shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
                         - Shares to be exchanged for   Class B, C or R shares                           X
                         must not have been acquired by exchange from Class A
                           shares of any fund.
                         - Investor Class Shares of all   funds are currently
                         offered to new investors only on a limited basis.
------------------------------------------------------------------------------------------------------------------------------------
AIM Cash Reserve Shares  Class K, Institutional Class shares, or shares of AIM
                         Summit Fund.                                                                                              X
------------------------------------------------------------------------------------------------------------------------------------
Institutional Class      Institutional Class                                                             X
------------------------------------------------------------------------------------------------------------------------------------
Institutional Class      Class A, A3, B, C, K, R, AIM Cash Reserve Shares,
                         Investor Class shares, or shares of AIM Summit Fund.                                                      X
------------------------------------------------------------------------------------------------------------------------------------
Investor Class           A, A3, or Investor Class. Exceptions are:
                         - Investor Class shares cannot   be exchanged for Class
                         A shares of any fund which offers Investor Class
                           shares.                                                                       X
                         - Class A shares of AIM Limited   Maturity Treasury
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
------------------------------------------------------------------------------------------------------------------------------------
Investor Class           Class B, C, K, R, AIM Cash Reserve Shares,
                         Institutional Class shares, or shares of AIM Summit                                                       X
                         Fund.
------------------------------------------------------------------------------------------------------------------------------------
AIM Summit Fund          Class A, A3, or AIM Cash Reserve Shares. Exceptions
                         are:
                         - Class A shares of AIM Limited   Maturity Treasury                             X
                         Fund and AIM Tax-Free Intermediate Fund are currently
                           closed to new investors.
------------------------------------------------------------------------------------------------------------------------------------
AIM Summit Fund          Class B, C, K, R, Institutional or Investor Class
                         shares.                                                                                                   X
------------------------------------------------------------------------------------------------------------------------------------

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.

MCF--07/05 B

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THE AIM FUNDS

EXCHANGES NOT SUBJECT TO A SALES CHARGE
You will not pay an initial sales charge when exchanging:
(1) Class A shares with an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for

(a) Class A shares of another fund;

(b) AIM Cash Reserve Shares of AIM Money Market Fund; or

(c) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.
(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund with an initial sales charge for

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

(b) Class A shares of another Fund, but only if

(i) you acquired the original shares before May 1, 1994; or
(ii) you acquired the original shares on or after May 1, 1994 by way of an exchange from shares with higher initial sales charges; or
(3) AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for

(a) Class A shares of a fund subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if you acquired the original shares

(i) prior to May 1, 1994 by exchange from Class A shares subject to an initial sales charge;

(ii) on or after May 1, 1994 by exchange from Class A shares subject to an initial sales charge (excluding Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund); or
(4) Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund for

(a) AIM Cash Reserve Shares of AIM Money Market Fund; or

(b) Class A shares of AIM Tax-Exempt Cash Fund; or
(5) Investor Class shares for Class A or Class A3 shares of any fund which does not offer Investor Class shares. You will not pay a CDSC or other sales charge when exchanging:
(1) Class A shares for other Class A shares;
(2) Class B shares for other Class B shares;
(3) Class C shares for other Class C shares;
(4) Class K shares for other Class K shares;
(5) Class R shares for other Class R shares.
EXCHANGES NOT PERMITTED

For shares purchased prior to November 15, 2001, you may not exchange:
(1) Class A shares of Category I or II funds (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a contingent deferred sales charge (CDSC) for Class A shares of AIM Tax-Exempt Cash Fund;
(2) Class A shares of Category III funds purchased at net asset value for Class A shares of a Category I or II fund, Class A shares of AIM Short Term Bond Fund;
(3) on or after January 15, 2002, AIM Cash Reserve Shares of AIM Money Market Fund or Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of Category III AIM Funds that are subject to a CDSC. For shares purchased on or after November 15, 2001, you may not exchange:
(1) Class A shares of Category I or II fund, Class A shares of AIM Short Term Bond Fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC for Class A shares of AIM Tax-Exempt Cash Fund;
(2) Class A shares of AIM Tax-Exempt Cash Fund for Class A shares of any other fund (i) subject to an initial sales charge or (ii) purchased at net asset value and subject to a CDSC or for AIM Cash Reserve Shares of AIM Money Market Fund; or
(3) AIM Cash Reserve Shares of AIM Money Market Fund for Class B or Class C shares of any fund or for Class A shares of any fund that are subject to a CDSC, however, if you originally purchased Class A shares of a Category I or II fund or AIM Short Term Bond 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 or AIM Short Term Bond Fund.
EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- Shares of the fund you wish to acquire must be available for sale in your state of residence;

- Exchanges must be made between accounts with identical registration information;

- The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9);

- Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and

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

TERMS OF EXCHANGE

Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by

MCF--07/05 B

A-13


THE AIM FUNDS

applicable law, but may impose changes at any time for emergency purposes.

BY MAIL

If you wish to make an exchange by mail, you must include original signatures of each registered owner exactly as the shares are registered, the account registration and account number, the dollar amount or number of shares to be exchanged and the names of the funds from which and into which the exchange is to be made.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days.

BY INTERNET

You will be allowed to exchange by internet if you do not hold physical share certificates and you provide the proper identification information.

EXCHANGING CLASS B, CLASS C AND CLASS R SHARES

If you make an exchange involving Class B or Class C shares or Class R shares subject to a CDSC, the amount of time you held the original shares will be credited to the holding period of the Class B, Class C or Class R shares, respectively, into which you exchanged for the purpose of calculating contingent deferred sales charges (CDSC) if you later redeem the exchanged shares. If you redeem Class B or Class C shares acquired by exchange via a tender offer by AIM Floating Rate Fund, you will be credited with the time period you held the Class B or Class C shares of AIM Floating Rate Fund for the purpose of computing the early withdrawal charge applicable to those shares.

EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:
- REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;
- MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND;
- REJECT OR CANCEL ANY REQUEST TO ESTABLISH THE SYSTEMATIC PURCHASE PLAN AND SYSTEMATIC REDEMPTION PLAN OPTIONS ON THE SAME ACCOUNT; OR
- SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of

MCF--07/05 B

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THE AIM FUNDS

certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the AIM valuation committee may fair value the security using procedures approved by the Boards of Trustees.

Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent a fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Bond Market Association recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if the Bond Market Association recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

TIMING OF ORDERS

For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. For funds other than Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, purchase orders that are received and accepted before the close of the customary trading session or any earlier NYSE closing time on a business day generally are processed that day and settled on the next business day.

For Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio, you can purchase or redeem shares on each business day, prior to the last net asset value determination on such business day; however, if your order is received and accepted after the close of the customary trading session or any earlier NYSE closing time that day, your order generally will be processed on the next business day and settled on the second business day following the receipt and acceptance of your order.

For all funds, you can exchange shares on each business day, prior to the close of the customary trading session or any earlier NYSE closing time that day. Shareholders of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio therefore cannot exchange their shares after the close of the customary trading session or any earlier NYSE closing time on a particular day, even though these funds remain open after such closing time.

The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the

MCF--07/05 B

A-15


THE AIM FUNDS

type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax.

INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS.

The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

MCF--07/05 B

A-16

OBTAINING ADDITIONAL INFORMATION

More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the fund and is incorporated by reference into the prospectus (is legally a part of the prospectus). Annual and semiannual reports to shareholders contain additional information about the fund's investments. The fund's annual report also discusses the market conditions and investment strategies that significantly affected the fund's performance during its last fiscal year. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.

If you have questions about this fund, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the fund's current SAI or annual or semiannual reports, please contact us by mail at AIM Investment Services, Inc., P.O. Box 4739, Houston, TX 77210-4739 or

BY TELEPHONE:          (800) 959-4246

ON THE INTERNET:       You can send us a request by
                       e-mail or download
                       prospectuses, SAIs, annual or
                       semiannual reports via our
                       website:
                       http://www.aiminvestments.com
THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED
  ON FORM N-Q, ARE ALSO AVAILABLE AT
  WWW.AIMINVESTMENTS.COM.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplication fee, by sending a letter to the SEC's Public Reference Room, 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 Allocation Fund
   SEC 1940 Act file number: 811-2699
----------------------------------------

AIMinvestments.com     _____-PRO-1
                YOUR GOALS. OUR SOLUTIONS.   [AIM INVESTMENTS LOGO APPEARS HERE]
                 --Registered Trademark--          --Registered Trademark--


Subject to Completion - dated August 11, 2005

STATEMENT OF
ADDITIONAL INFORMATION

AIM GROWTH SERIES
11 GREENWAY PLAZA
SUITE 100
HOUSTON, TEXAS 77046-1173
(713) 626-1919


THIS STATEMENT OF ADDITIONAL INFORMATION RELATES TO THE CLASS A, CLASS B, CLASS C AND CLASS R SHARES OF EACH PORTFOLIO (EACH A "FUND," COLLECTIVELY THE "FUNDS") OF AIM GROWTH SERIES LISTED BELOW. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS, AND IT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUSES FOR THE CLASS A, CLASS B, CLASS C AND CLASS R SHARES OF 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:

AIM INVESTMENT SERVICES, INC.
P.O. BOX 4739
HOUSTON, TEXAS 77210-4739
OR BY CALLING (800) 959-4246


THIS STATEMENT OF ADDITIONAL INFORMATION, DATED OCTOBER 28, 2005, RELATES TO THE CLASS A, CLASS B, CLASS C AND CLASS R SHARES OF THE FOLLOWING PROSPECTUSES:

                   FUND                                         DATED
            AIM BASIC VALUE FUND                           APRIL 29, 2005
      AIM CONSERVATIVE ALLOCATION FUND                     APRIL 29, 2005
           AIM GLOBAL EQUITY FUND                          APRIL 29, 2005
         AIM GROWTH ALLOCATION FUND                        APRIL 29, 2005
         AIM INCOME ALLOCATION FUND                       OCTOBER 28, 2005
     AIM INTERNATIONAL ALLOCATION FUND                    OCTOBER 28, 2005
        AIM MID CAP CORE EQUITY FUND                       APRIL 29, 2005
        AIM MODERATE ALLOCATION FUND                       APRIL 29, 2005
    AIM MODERATE GROWTH ALLOCATION FUND                    APRIL 29, 2005
AIM MODERATELY CONSERVATIVE ALLOCATION FUND                APRIL 29, 2005
         AIM SMALL CAP GROWTH FUND                         APRIL 29, 2005


AIM GROWTH SERIES

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

                                                                                                        PAGE
GENERAL INFORMATION ABOUT THE TRUST..................................................................      1
     Fund History....................................................................................      1
     Shares of Beneficial Interest...................................................................      2

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS.............................................      4
     Classification..................................................................................      4
     Investment Strategies and Risks.................................................................      4
           Asset Allocation Funds....................................................................      4
           Equity Investments........................................................................     11
           Foreign Investments.......................................................................     12
           Debt Investments..........................................................................     14
           Other Investments.........................................................................     20
           Investment Techniques.....................................................................     21
           Derivatives...............................................................................     26
           Additional Securities or Investment Techniques............................................     33
     Fund Policies...................................................................................     34
     Temporary Defensive Positions...................................................................     37
     Portfolio Turnover..............................................................................     37
     Policies and Procedures for Disclosure of Fund Holdings.........................................     37

MANAGEMENT OF THE TRUST..............................................................................     40
     Board of Trustees...............................................................................     40
     Management Information..........................................................................     40
           Trustee Ownership of Fund Shares..........................................................     43
           Approval of Investment Advisory Agreements and Summary of Independent Written Fee
           Evaluation................................................................................     43
     Compensation....................................................................................     68
           Retirement Plan For Trustees..............................................................     69
           Deferred Compensation Agreements..........................................................     69
           Purchases of Class A Shares of the Funds at Net Asset Value...............................     70
     Codes of Ethics.................................................................................     70
     Proxy Voting Policies...........................................................................     70

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..................................................     70

INVESTMENT ADVISORY AND OTHER SERVICES...............................................................     70
     Investment Advisor..............................................................................     70
           Portfolio Managers........................................................................     73
           Securities Lending Arrangements...........................................................     73
     Service Agreements..............................................................................     74
     Other Service Providers.........................................................................     74

BROKERAGE ALLOCATION AND OTHER PRACTICES.............................................................     75
     Brokerage Transactions..........................................................................     75
     Commissions.....................................................................................     76
     Broker Selection................................................................................     76
     Directed Brokerage (Research Services)..........................................................     79
     Regular Brokers.................................................................................     79
     Allocation of Portfolio Transactions............................................................     79

ii

     Allocation of Equity Initial Public Offering ("IPO") Transactions...............................     79

PURCHASE, REDEMPTION AND PRICING OF SHARES...........................................................     80
     Transactions through financial intermediaries...................................................     80
     Purchase and Redemption of Shares...............................................................     80
     Offering Price..................................................................................     99
     Redemptions In Kind.............................................................................    101
     Backup Withholding..............................................................................    101

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.............................................................    102
     Dividends and Distributions.....................................................................    102
     Tax Matters.....................................................................................    102

DISTRIBUTION OF SECURITIES...........................................................................    110
     Distribution Plans..............................................................................    111
     Distributor.....................................................................................    113

CALCULATION OF PERFORMANCE DATA......................................................................    114

PENDING LITIGATION...................................................................................    119

APPENDICES:

RATINGS OF DEBT SECURITIES...........................................................................    A-1

EXAMPLES OF PERSONS TO WHOM AIM PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS...........    B-1

TRUSTEES AND OFFICERS................................................................................    C-1

TRUSTEE COMPENSATION TABLE...........................................................................    D-1

PROXY POLICIES AND PROCEDURES........................................................................    E-1

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..................................................    F-1

MANAGEMENT FEES......................................................................................    G-1

PORTFOLIO MANAGERS...................................................................................    H-1

ADMINISTRATIVE SERVICES FEES ........................................................................    I-1

BROKERAGE COMMISSIONS ...............................................................................    J-1

DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS.....    K-1

AMOUNTS PAID TO A I M DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS..............................    L-1

ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS........................................    M-1

TOTAL SALES CHARGES..................................................................................    N-1

PERFORMANCE DATA.....................................................................................    O-1

PENDING LITIGATION ..................................................................................    P-1

FINANCIAL STATEMENTS.................................................................................     FS

iii

GENERAL INFORMATION ABOUT THE TRUST

FUND HISTORY

AIM Growth Series (the "Trust") is a Delaware statutory trust which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company. The Trust currently consists of eleven separate portfolios: AIM Basic Value Fund, AIM Conservative Allocation Fund, AIM Global Equity Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Mid Cap Core Equity Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund, AIM Moderately Conservative Allocation Fund and AIM Small Cap Growth Fund (each a "Fund" and collectively, the "Funds"). Under the Amended and Restated Agreement and Declaration of Trust, dated May 15, 2002, as amended (the "Trust Agreement"), the Board of Trustees of the Trust (the "Board") is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.

The Trust was originally organized on February 19, 1985 as a Massachusetts business trust. The Trust reorganized as a Delaware business trust on May 29, 1998. The following Funds were included in the reorganization: AIM Basic Value Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund. All historical financial and other information contained in this Statement of Additional Information for periods prior to May 29, 1998 relating to these Funds (or a class thereof) is that of the predecessor funds (or the corresponding class thereof) of GT Global Growth Series, the Trust's predecessor. Effective June 5, 2000, AIM Basic Value Fund no longer invests all of its investable assets in the Value Portfolio and directly invests in the securities in which it previously indirectly invested by virtue of its interests in the Value Portfolio. Effective September 11, 2000, AIM Small Cap Growth Fund no longer invests all of its investable assets in the Small Cap Portfolio and directly invests in the securities in which it previously indirectly invested by virtue of its interests in the Small Cap Portfolio. Prior to September 8, 1998, AIM Basic Value Fund was known as AIM America Value Fund and AIM Small Cap Growth Fund was known as AIM Small Cap Equity Fund. Prior to July 1, 2002, AIM Mid Cap Core Equity Fund was known as AIM Mid Cap Equity Fund (which was known as AIM Mid Cap Growth Fund prior to September 8, 1998). Prior to March 31, 2004, AIM Global Equity Fund was known as AIM Global Trends Fund. AIM Global Equity Fund succeeded to the assets and assumed the liabilities of a series portfolio with a corresponding name (the "Predecessor Fund") of AIM Series Trust, a Delaware statutory trust, on November 4, 2003. All historical information and other information contained in this Statement of Additional Information for periods prior to November 4, 2003, relating to AIM Global Equity Fund (or a class thereof) is that of the Predecessor Fund (or a corresponding class thereof). Prior to April 29, 2005, AIM Growth Allocation Fund was known as AIM Aggressive Allocation Fund. Each of the other Funds commenced operations as a series of the Trust.

Effective as of March 18, 2002, AIM Small Cap Growth Fund limited public sales of its shares to certain investors. Also, effective as of the close of business on February 27, 2004, AIM Mid Cap Core Equity Fund limited public sales of its shares to certain investors. The following types of investors may continue to invest in either Fund if they are invested in the Fund as of the date on which the Fund limited public sales of its shares to certain investors and remain invested in the Fund after that date: existing shareholders of the Fund; existing shareholders of the Fund who open other accounts in their name; retirement plans maintained pursuant to Section 401 of the Internal Revenue Code ("the Code"); retirement plans maintained pursuant to Section 403 of the Code, to the extent they are maintained by organizations established under Section 501(c)(3) of the Code; retirement plans maintained pursuant to Section 457 of the Code; non-qualified deferred compensation plans maintained pursuant to
Section 83 of the Code; and Qualified Tuition Programs maintained pursuant to
Section 529 of the Code. Future investments in the Fund made by existing brokerage firm wrap programs will be at the discretion of A I M Distributors, Inc. ("AIM Distributors"). Please contact AIM Distributors for approval. The following types of investors may open new accounts in either Fund, if approved by AIM Distributors: retirement plans maintained pursuant to Section 401 of the Code; retirement plans maintained pursuant to Section 403 of the Code, to the extent they are maintained by organizations established under Section 501(c)(3) of the Code; retirement plans maintained pursuant to Section 457 of the Code; non-qualified deferred compensation plans maintained pursuant to Section 83 of the Code; Qualified Tuition Programs


maintained pursuant to Section 529 of the Code; and the portfolio management team, including analysts. Such plans and programs that are considering AIM Small Cap Growth Fund or AIM Mid Cap Core Equity Fund as an investment option should contact AIM Distributors for approval. At A I M Advisors, Inc.'s ("AIM") discretion, proprietary asset allocation funds may open new accounts in the Fund.

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, 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 separate classes of shares as follows:

                                                                                      Institutional
                   FUND                       Class A   Class B   Class C   Class R       Class
-------------------------------------------   -------   -------   -------   -------   -------------
AIM Basic Value Fund                             X         X         X         X            X

AIM Conservative Allocation Fund                 X         X         X         X            X

AIM Global Equity Fund                           X         X         X         X            X

AIM Growth Allocation Fund                       X         X         X         X            X

AIM Income Allocation Fund                       X         X         X         X            X

AIM International Allocation Fund                X         X         X         X            X

AIM Mid Cap Core Equity Fund                     X         X         X         X            X

AIM Moderate Allocation Fund                     X         X         X         X            X

AIM Moderate Growth Allocation Fund              X         X         X         X            X

AIM Moderately Conservative Allocation Fund      X         X         X         X            X

AIM Small Cap Growth Fund                        X         X         X         X            X

This Statement of Additional Information relates solely to the Class A, Class B, Class C, and Class R shares, if applicable, of the Funds. The Institutional Class shares of the Funds which are discussed in a separate Statement of Additional Information are intended for use by certain eligible institutional investors and are available to the following:

- banks and trust companies acting in a fiduciary or similar capacity;

- bank and trust company common and collective trust funds;

- banks and trust companies investing for their own account;

- entities acting for the account of a public entity (e.g. Taft-Hartley funds, states, cities of government agencies);

- retirement plans; and

2

- platform sponsors with which AIM Distributors has entered into an agreement.

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 generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that class' distribution plan.

Because Class B shares automatically convert to Class A shares at month-end eight years after the date of purchase, the Funds' distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act requires that Class B shareholders must also approve any material increase in distribution fees submitted to Class A or 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 AIM, and an example of a matter that would be voted on separately by shareholders of each class of shares is approval of the distribution plans. When issued, shares of each Fund are fully paid and nonassessable, have no preemptive or subscription rights, and are freely transferable. Other than the automatic conversion of Class B shares to Class A shares, there are no conversion rights. Shares do not have cumulative voting rights, which means that in situations in which shareholders elect trustees, holders of more than 50% of the shares voting for the election of trustees can elect all of the trustees of the Trust, and the holders of less than 50% of the shares voting for the election of trustees will not be able to elect any trustees.

Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is a remote possibility, however, that shareholders could, under certain circumstances, be held liable for the obligations of the Trust to the extent the courts of another state which does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees to all parties, and each party thereto must expressly waive all rights of action directly against shareholders of the Trust. The Trust Agreement provides for indemnification out of the property of a Fund for all losses and expenses of any shareholder of such Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss due to shareholder liability is limited to circumstances in which a Fund is unable to meet its obligations and the complaining party is not held to be bound by the disclaimer.

The trustees and officers of the Trust will not be liable for any act, omission or obligation of the Trust or any trustee or officer; however, a trustee or officer is not protected against any liability to the Trust or to the shareholders to which a trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office with the Trust ("Disabling Conduct"). The Trust 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's Bylaws provide for the advancement of payments to current and former trustees, officers and employees or agents of the Trust, or anyone serving at their

3

request, in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding, expenses for which such person would be entitled to indemnification; provided that any advancement of payments would be reimbursed if it is ultimately determined that such person is not entitled to indemnification for such expenses.

SHARE CERTIFICATES. Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates.

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.

INVESTMENT STRATEGIES AND RISKS

The table on the following pages identifies various securities and investment techniques used by AIM in managing The AIM Family of Funds(R). The table has been marked to indicate those securities and investment techniques that AIM may use to manage a Fund. A Fund 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.

Asset Allocation Funds

AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund (the "Asset Allocation Funds") are "funds of funds" which invest in other underlying funds and do not directly invest in the securities or use the investment techniques indicated in the table.

Following is the list of the Asset Allocation Funds' Underlying Funds ("Underlying Funds") and their related percentage allocations. The Underlying Funds and their percentage allocations have been selected for use over longer time periods, but may be changed in the future without shareholder approval. The actual percentage allocations will vary from the target weightings in the underlying funds due to factors such as market movements and capital flows. AIM automatically rebalances the Asset Allocation Funds' investments in the Underlying Funds on an annual basis to bring them back within their percentage allocations. AIM has the ability to rebalance on a more frequent basis if necessary. Some portion of each Asset Allocation Fund's portfolio may be held in cash due to purchase and redemption activity and other short term cash needs and the percentage allocations do not reflect the Asset Allocation Funds' working cash balances. Cash flows will be managed to help maintain target percentage allocations. AIM may change an Underlying Fund or its percentage allocation without shareholder approval.

4

                                                                                                               AIM          AIM
                                                AIM         AIM         AIM           AIM          AIM       MODERATE    MODERATELY
                                           CONSERVATIVE    GROWTH      INCOME    INTERNATIONAL   MODERATE     GROWTH    CONSERVATIVE
                                            ALLOCATION   ALLOCATION  ALLOCATION    ALLOCATION   ALLOCATION  ALLOCATION   ALLOCATION
                                               FUND         FUND        FUND          FUND         FUND        FUND         FUND
-----------------------------------------  ------------  ----------  ----------  -------------  ----------  ----------  ------------
AIM Capital Development Fund                     0%           0%          0%            0%           0%          0%          2.5%

AIM Charter Fund                                 5%           0%          0%            0%           0%          0%            0%

AIM Developing Markets Fund                      0%           0%          0%            5%           0%          0%            0%

AIM Diversified Dividend Fund                    0%           0%         15%            0%           0%          0%            0%

AIM Dynamics Fund                                0%           5%          0%            0%           0%          5%            0%

AIM Global Value Fund                            0%           0%          0%         27.5%           0%          0%            0%

AIM High Yield Fund                              0%           5%         15%            0%          10%         10%            5%

AIM Income Fund                                  0%           0%         10%            0%           0%          0%            0%

AIM International Core Equity Fund             2.5%        12.5%          5%           35%          10%         11%            5%

AIM Intermediate Government Fund                 0%           0%         10%            0%           0%          0%           15%

AIM International Growth Fund                    0%        12.5%          0%         22.5%         7.5%         11%          2.5%

AIM International Small Company Fund             0%           0%          0%           10%           0%          0%            0%

AIM Large Cap Basic Value Fund                   5%        17.5%          0%            0%          10%         14%        11.25%

AIM Large Cap Growth Fund                        5%          20%          0%            0%        12.5%       16.5%        11.25%

AIM Limited Maturity Treasury Fund              15%           0%          0%            0%           0%          0%            0%

AIM Mid Cap Basic Value Fund                     0%           0%          0%            0%           5%          5%            5%

AIM Mid Cap Stock Fund                           0%           0%          0%            0%           5%          0%            0%

AIM Multi-Sector Fund                          2.5%        12.5%          0%            0%           5%        7.5%          2.5%

AIM Real Estate Fund                             0%           5%          7%            0%           0%        2.5%            0%

AIM Small Cap Equity Fund                        0%           0%          0%            0%           0%        7.5%            0%

AIM Small Company Growth Fund                    0%          10%          0%            0%           0%          0%            0%

AIM Short Term Bond Fund                        25%           0%         10%            0%           5%          0%           15%

AIM Total Return Bond Fund                      25%           0%         20%            0%          25%         10%           25%

AIM Trimark Endeavor Fund                        5%           0%          0%            0%           0%          0%            0%

AIM Trimark Small Companies Fund                 0%           0%          0%            0%           5%          0%            0%

AIM Utilities Fund                               0%           0%          8%            0%           0%          0%            0%

A money market fund or direct investments       10%           0%          0%            0%           0%          0%            0%
in cash equivalents and U.S. Government
securities

5

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

                                                AIM        AIM      AIM         AIM           AIM       AIM MID      AIM
            FUND                           CONSERVATIVE  GLOBAL    GROWTH      INCOME    INTERNATIONAL  CAP CORE   MODERATE
-----------------------------   AIM BASIC   ALLOCATION   EQUITY  ALLOCATION  ALLOCATION    ALLOCATION    EQUITY   ALLOCATION
SECURITY/INVESTMENT TECHNIQUE  VALUE FUND      FUND*      FUND     FUND*       FUND*         FUND*        FUND      FUND*
-----------------------------  ----------  ------------  ------  ----------  ----------  -------------  --------  ----------
                                                                        EQUITY INVESTMENTS

Common Stock                        X            X          X        X           X             X           X          X

Preferred Stock                     X            X          X        X           X             X           X          X

Convertible                         X            X          X        X           X             X           X          X
Securities

Alternative Entity                  X            X          X        X           X             X           X          X
 Securities

                                                                        FOREIGN INVESTMENTS

Foreign Securities                  X            X          X        X           X             X           X          X

Foreign Government                  X            X          X        X           X             X           X          X
Obligations

Foreign Exchange                    X            X          X        X           X             X           X          X
 Transactions

                                                              DEBT INVESTMENTS FOR FIXED INCOME FUNDS

U.S. Government Obligations                      X                   X           X             X                      X

Rule 2a-7 Requirements                           X                               X                                    X

Mortgage-Backed and Asset-
Backed Securities                                X                               X                                    X

Collateralized Mortgage
Obligations                                      X                               X                                    X

Bank Instruments                                 X                               X                                    X

Commercial Instruments                           X

Participation Interests                          X

Municipal Securities                             X                                                                    X

Municipal Lease Obligations                                                      X

                                   AIM           AIM
                                 MODERATE     MODERATELY
            FUND                  GROWTH     CONSERVATIVE   AIM SMALL
-----------------------------   ALLOCATION    ALLOCATION    CAP GROWTH
SECURITY/INVESTMENT TECHNIQUE     FUND*         FUND*          FUND
-----------------------------   ----------   ------------   ----------
                                          EQUITY INVESTMENTS

Common Stock                        X             X             X

Preferred Stock                     X             X             X

Convertible                         X             X             X
Securities

Alternative Entity                  X             X             X
 Securities

                                          FOREIGN INVESTMENTS

Foreign Securities                  X             X             X

Foreign Government                  X             X
Obligations

Foreign Exchange                    X             X             X
 Transactions

                                DEBT INVESTMENTS FOR FIXED INCOME FUNDS

U.S. Government Obligations         X             X

Rule 2a-7 Requirements              X             X

Mortgage-Backed and Asset-
Backed Securities                   X             X

Collateralized Mortgage
Obligations                         X             X

Bank Instruments                    X             X

Commercial Instruments

Participation Interests

Municipal Securities                X             X

Municipal Lease Obligations

6

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

            FUND                                AIM        AIM      AIM         AIM           AIM       AIM MID      AIM
-----------------------------              CONSERVATIVE  GLOBAL    GROWTH      INCOME    INTERNATIONAL  CAP CORE   MODERATE
                                AIM BASIC   ALLOCATION   EQUITY  ALLOCATION  ALLOCATION    ALLOCATION    EQUITY   ALLOCATION
SECURITY/INVESTMENT TECHNIQUE  VALUE FUND      FUND*      FUND     FUND*       FUND*         FUND*        FUND      FUND*
-----------------------------  ----------  ------------  ------  ----------  ----------  -------------  --------  ----------
Investment Grade Corporate
Debt Obligations                                X                                 X            X                      X

Junk Bonds                                      X                                 X            X                      X

                                                             DEBT INVESTMENTS FOR EQUITY FUNDS

U.S. Government                     X           X          X         X            X            X            X         X
Obligations

Mortgage-Backed and
Asset-Backed Securities                         X          X         X            X            X                      X

Collateralized Mortgage
Obligations                                     X          X         X            X            X                      X

Investment Grade Corporate
Debt Obligations                    X           X          X         X            X            X            X         X

Junk Bonds                                      X          X         X            X            X                      X

Liquid Assets                       X           X          X         X            X            X            X         X

                                                                   OTHER INVESTMENTS

REITs                               X           X          X         X            X            X            X         X

Other Investment                    X           X          X         X            X            X            X         X
Companies

Defaulted Securities                                                 X            X                                   X

Municipal Forward
Contracts

Variable or Floating                            X                    X            X            X                      X
Rate Instruments

Indexed Securities                              X                    X                         X                      X

Zero-Coupon and                                 X                    X            X            X                      X
Pay-in-Kind
Securities

Synthetic Municipal
Instruments

            FUND                  AIM          AIM
-----------------------------   MODERATE    MODERATELY
                                 GROWTH    CONSERVATIVE  AIM SMALL
                               ALLOCATION   ALLOCATION   CAP GROWTH
SECURITY/INVESTMENT TECHNIQUE    FUND*        FUND*         FUND
-----------------------------  ----------  ------------  ----------
Investment Grade Corporate
Debt Obligations                    X            X

Junk Bonds                          X            X

                                DEBT INVESTMENTS FOR EQUITY FUNDS

U.S. Government                     X            X            X
Obligations

Mortgage-Backed and
Asset-Backed Securities             X            X

Collateralized Mortgage
Obligations                         X            X

Investment Grade Corporate
Debt Obligations                    X            X            X

Junk Bonds                          X            X

Liquid Assets                       X            X            X

                                        OTHER INVESTMENTS

REITs                               X            X            X

Other Investment                    X            X            X
Companies

Defaulted Securities                X            X

Municipal Forward
Contracts

Variable or Floating                X            X
Rate Instruments

Indexed Securities                  X            X

Zero-Coupon and                     X            X
Pay-in-Kind
Securities

Synthetic Municipal
Instruments

7

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

            FUND                                AIM        AIM      AIM         AIM           AIM       AIM MID      AIM
-----------------------------              CONSERVATIVE  GLOBAL    GROWTH      INCOME    INTERNATIONAL  CAP CORE   MODERATE
                                AIM BASIC   ALLOCATION   EQUITY  ALLOCATION  ALLOCATION    ALLOCATION    EQUITY   ALLOCATION
SECURITY/INVESTMENT TECHNIQUE  VALUE FUND      FUND*      FUND     FUND*       FUND*         FUND*        FUND      FUND*
-----------------------------  ----------  ------------  ------  ----------  ----------  -------------  --------  ----------
                                                                   INVESTMENT TECHNIQUES

Delayed Delivery                    X           X          X         X            X            X            X         X
Transactions

When-Issued Securities              X           X          X         X            X            X            X         X

Short Sales                         X           X          X         X            X            X            X         X

Margin Transactions

Swap Agreements                     X           X          X         X            X            X            X         X

Interfund Loans                     X           X          X         X            X            X            X         X

Borrowing                           X           X          X         X            X            X            X         X

Lending Portfolio                   X           X          X         X            X            X            X         X
Securities

Repurchase Agreements               X           X          X         X            X            X            X         X

Reverse Repurchase Agreements       X           X          X         X            X            X            X         X

Dollar Rolls                        X           X          X         X            X            X            X         X

Illiquid Securities                 X           X          X         X            X            X            X         X

Rule 144A Securities                X           X          X         X            X            X            X         X

Unseasoned Issuers                  X           X          X         X            X            X                      X

Sale of Money                                   X          X
Market Securities

Standby Commitments

                                                                        DERIVATIVES

Equity-Linked Derivatives           X           X          X         X            X            X            X         X

Bundled Securities                                                                X

            FUND                  AIM          AIM
-----------------------------   MODERATE    MODERATELY
                                 GROWTH    CONSERVATIVE  AIM SMALL
                               ALLOCATION   ALLOCATION   CAP GROWTH
SECURITY/INVESTMENT TECHNIQUE    FUND*        FUND*         FUND
-----------------------------  ----------  ------------  ----------
                                     INVESTMENT TECHNIQUES

Delayed Delivery                    X            X            X
Transactions

When-Issued Securities              X            X            X

Short Sales                         X            X            X

Margin Transactions

Swap Agreements                     X            X            X

Interfund Loans                     X            X            X

Borrowing                           X            X            X

Lending Portfolio                   X            X            X
Securities

Repurchase Agreements               X            X            X

Reverse Repurchase Agreements       X            X            X

Dollar Rolls                        X            X            X

Illiquid Securities                 X            X            X

Rule 144A Securities                X            X            X

Unseasoned Issuers                  X            X

Sale of Money
Market Securities

Standby Commitments

                                         DERIVATIVES

Equity-Linked Derivatives           X            X            X

Bundled Securities

8

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

            FUND                                AIM        AIM      AIM         AIM           AIM       AIM MID      AIM
-----------------------------              CONSERVATIVE  GLOBAL    GROWTH      INCOME    INTERNATIONAL  CAP CORE   MODERATE
                                AIM BASIC   ALLOCATION   EQUITY  ALLOCATION  ALLOCATION    ALLOCATION    EQUITY   ALLOCATION
SECURITY/INVESTMENT TECHNIQUE  VALUE FUND      FUND*      FUND     FUND*       FUND*         FUND*        FUND      FUND*
-----------------------------  ----------  ------------  ------  ----------  ----------  -------------  --------  ----------
Put Options                         X           X          X         X            X            X            X         X

Call Options                        X           X          X         X            X            X            X         X

Straddles                           X           X          X         X            X            X            X         X

Warrants                            X           X          X         X            X            X            X         X

Futures Contracts                   X           X          X         X            X            X            X         X
and Options on
Futures Contracts

Forward Currency                    X           X          X         X            X            X            X         X
Contracts

Cover                               X           X          X         X            X            X            X         X

                                                      ADDITIONAL SECURITIES OR INVESTMENT TECHNIQUES

Commercial Bank Obligations         X           X          X         X                         X            X         X

Loan Participations and
Assignments                                                                                    X

Indexed Commercial Paper                                                                       X

Premium Securities                                                                             X

Structured Investments                                                                         X

Stripped Income Securities                                                                     X

Privatizations                                  X          X                                   X                      X

Samurai and Yankee Bonds                        X          X         X                         X                      X

            FUND                  AIM               AIM
-----------------------------   MODERATE         MODERATELY
                                 GROWTH         CONSERVATIVE       AIM SMALL
                               ALLOCATION        ALLOCATION        CAP GROWTH
SECURITY/INVESTMENT TECHNIQUE    FUND*             FUND*              FUND
-----------------------------  ----------       ------------       ----------
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

                               ADDITIONAL SECURITIES OR INVESTMENT TECHNIQUES

Commercial Bank Obligations                                             X

Loan Participations and
Assignments

Indexed Commercial Paper

Premium Securities

Structured Investments

Stripped Income Securities

Privatizations                                        X

Samurai and Yankee Bonds                              X

9

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

            FUND                                AIM        AIM      AIM         AIM           AIM       AIM MID      AIM
-----------------------------              CONSERVATIVE  GLOBAL    GROWTH      INCOME    INTERNATIONAL  CAP CORE   MODERATE
                                AIM BASIC   ALLOCATION   EQUITY  ALLOCATION  ALLOCATION    ALLOCATION    EQUITY   ALLOCATION
SECURITY/INVESTMENT TECHNIQUE  VALUE FUND      FUND*      FUND     FUND*       FUND*         FUND*        FUND      FUND*
-----------------------------  ----------  ------------  ------  ----------  ----------  -------------  --------  ----------
Master Limited Partnerships                                                       X

Investments with Entities           X                      X         X                                      X
with Relationships with the
Funds/Advisors

            FUND                  AIM          AIM
-----------------------------   MODERATE    MODERATELY
                                 GROWTH    CONSERVATIVE  AIM SMALL
                               ALLOCATION   ALLOCATION   CAP GROWTH
SECURITY/INVESTMENT TECHNIQUE    FUND*        FUND*         FUND
-----------------------------  ----------  ------------  ----------
Master Limited Partnerships

Investments with Entities                                    X
with Relationships with the
Funds/Advisors

* AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund are "funds of funds" which invest in other underlying funds and do not directly invest in the securities or use the investment techniques indicated in the table. The investment techniques discussed in the table above are those of the Underlying Funds.

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The language below discusses investment strategies of AIM Basic Value Fund, AIM Global Equity Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund and of the Underlying Funds in which the Asset Allocation Funds may invest.

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.

Certain Funds will not acquire equity securities, other than preferred stocks, except when (a) attached to or included in a unit with income-generating securities that otherwise would be attractive to the Fund; (b) acquired through the exercise of equity features accompanying convertible securities held by the Fund, such as conversion or exchange privileges or warrants for the acquisition of stock or equity interests of the same or a different issuer; or (c) in the case of an exchange offer whereby the equity security would be acquired with the intention of exchanging it for a debt security issued on a "when-issued" basis.

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 a Fund.

Certain 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 "Debt Investments for Equity Funds - 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.

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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 (except for the Asset Allocation Funds and AIM Global Equity Fund) may invest up to 25% of their total assets in foreign securities. AIM Global Equity Fund may invest a significant amount of its total assets in foreign securities.

AIM Growth Allocation Fund, AIM Moderate Allocation Fund and AIM Moderate Growth Allocation Fund may invest up to 25%, 22% and 20%, respectively, of their total assets in global or international equity funds. AIM Conservative Allocation Fund and AIM Moderately Conservative Allocation Fund may invest up to 25% and 40%, respectively, of their total assets in equity funds, some of which may invest up to 25% of their total assets in foreign securities. AIM Income Allocation Fund may invest up to 35% of its assets in equity funds, most of which can invest up to 25% in foreign securities, some of which may invest more than 25% of their total assets in foreign securities. AIM International Allocation Fund invests 100% of its total assets in equity funds, all of which invest more than 80% of their total assets in foreign securities, some of which may invest 100% in foreign securities.

Investments by a Fund in foreign securities, whether denominated in U.S. dollars or foreign currencies, may entail all of the risks set forth below. Investments by a Fund in ADRs, EDRs or similar securities also may entail some or all of the risks described below.

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.

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Risks of Developing Countries. AIM Global Equity Fund may invest up to 20% and AIM Basic Value Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund may each invest up to 5%, of their respective total assets in securities of companies located in developing countries. Developing countries are those countries which are not included in the MSCI World Index. The Funds consider various factors when determining whether a company is in a developing country, including whether (1) it is organized under the laws of a developing country;
(2) it has a principal office in a developing country; (3) it derives 50% or more of its total revenues from business in a developing country; or (4) its securities are traded principally on a stock exchange, or in an over-the-counter market, in a developing country. Investments in developing countries present risks greater than, and in addition to, those presented by investments in foreign issuers in general. A number of developing countries restrict, to varying degrees, foreign investment in stocks. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some developing countries. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar in recent years, and devaluation may occur subsequent to investments in these currencies by a 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 a Fund's investments.

FOREIGN GOVERNMENT OBLIGATIONS. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed above with respect to foreign securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a country's willingness or ability to service its debt obligations. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt obligations, especially debt obligations issued by the governments of developing countries.

FOREIGN 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 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.

13

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, in which case, if the issuer were to default, the Funds holding securities of such issuer might not be able to recover their investment from the U.S. Government.

RULE 2a-7 REQUIREMENTS. Money market instruments in which a Fund will 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 AIM (under the supervision of and pursuant to guidelines established by the Board) 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 Fund may invest in securities backed by banks and other financial institutions, changes in the credit quality of these institutions could cause losses to the Fund 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.

The money market fund in which AIM Conservative Allocation Fund and AIM Moderately Conservative Allocation Fund invests will limit investments in money market obligations to those which are denominated in U.S. dollars and which at the date of purchase are "First Tier" securities as defined in Rule 2a-7 under the 1940 Act, as such Rule may be amended from time to time. Briefly, "First Tier" securities are securities that are rated in the highest rating category for short-term debt obligations by two NRSROs, or, if only rated by one NRSRO, are rated in the highest rating category by the NRSRO, or if unrated, are determined by the Fund's investment advisor (under the supervision of and pursuant to guidelines established by the Board) to be of comparable quality to a rated security that meets the foregoing quality standards, as well as securities issued by a registered investment company that is a money market fund and U.S. Government securities.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. Certain Funds may invest in 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

14

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"). Certain Funds may invest in CMOs. These Funds 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

15

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 Participation Certificates ("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.

16

BANK INSTRUMENTS. Certain 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.

Certain 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. Certain Funds intend to 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. Certain Funds 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"). The Fund generally will have no right directly to enforce compliance by the Borrower with the terms of the credit agreement. 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. Under the terms of a participation interest, the Fund may be regarded as a creditor of the Participant and thus the Fund is subject to the credit risk of both the Borrower and a Lendor or 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 SECURITIES. "Municipal Securities" include debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works.

Other public purposes for which Municipal Securities may be issued include the refunding of outstanding obligations, obtaining funds for general operating expenses and lending such funds to other public institutions and facilities. In addition, certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds to provide for the construction, equipment, repair or improvement of privately operated housing facilities, airport, mass transit, industrial, port or parking facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. The principal and interest payments for industrial development bonds or pollution control bonds are often the sole responsibility of the industrial user and therefore may not be backed by the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from federal income tax, although current federal tax laws place substantial limitations on the purposes

17

and size of such issues. Such obligations are considered to be Municipal Securities provided that the interest paid thereon, in the opinion of bond counsel, qualifies as exempt from federal income tax. However, interest on Municipal Securities may give rise to a federal alternative minimum tax liability and may have other collateral federal income tax consequences. See "Dividends, Distributions and Tax Matters - Tax Matters."

The two major classifications of Municipal Securities are bonds and notes. Bonds may be further classified as "general obligation" or "revenue" issues. General obligation bonds are secured by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities, and in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Tax-exempt industrial development bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the issuing municipality. Notes are short-term instruments which usually mature in less than two years. Most notes are general obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. There are, of course, variations in the risks associated with Municipal Securities, both within a particular classification and between classifications. The Funds' assets may consist of any combination of general obligation bonds, revenue bonds, industrial revenue bonds and notes. The percentage of such Municipal Securities held by a Fund will vary from time to time.

Municipal Securities also include the following securities:

- Bond Anticipation Notes usually are general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds.

- Tax Anticipation Notes are issued by state and local governments to finance the current operations of such governments. Repayment is generally to be derived from specific future tax revenues. Tax anticipation notes are usually general obligations of the issuer.

- Revenue Anticipation Notes are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer.

- Tax-Exempt Commercial Paper (Municipal Paper) is similar to taxable commercial paper, except that tax-exempt commercial paper is issued by states, municipalities and their agencies.

Certain Funds also may purchase participation interests or custodial receipts from financial institutions. These participation interests give the purchaser an undivided interest in one or more underlying Municipal Securities.

Subsequent to its purchase by a Fund, an issue of Municipal Securities may cease to be rated by Moody's Investors Service, Inc. ("Moody's") or Standard and Poor's Ratings Services ("S&P"), or another nationally recognized statistical rating organization ("NRSRO"), or the rating of such a security may be reduced below the minimum rating required for purchase by a Fund. Neither event would require a Fund to dispose of the security, but AIM will consider such events to be relevant in determining whether the Fund should continue to hold the security. To the extent that the ratings applied by Moody's, S&P or another NRSRO to Municipal Securities may change as a result of changes in these rating systems, a Fund will attempt to use comparable ratings as standards for its investments in Municipal Securities in accordance with the investment policies described herein.

Quality Standards. The following quality standards apply at the time a security is purchased. Information concerning the ratings criteria of Moody's, S&P, and Fitch Investors Service, Inc. ("Fitch") appears herein under "Appendix A - Ratings of Debt Securities".

18

If a Fund invests in securities backed by insurance companies and other financial institutions, changes in the financial condition of these institutions could cause losses to the Fund and affect its share price.

Certain Funds may invest in securities which are insured by financial insurance companies. Since a limited number of entities provide such insurance, a Fund may invest more than 25% of its assets in securities insured by the same insurance company.

Other Considerations. The ability of a Fund to achieve its investment objective depends upon the continuing ability of the issuers or guarantors of Municipal Securities held by a Fund to meet their obligations for the payment of interest and principal when due. The securities in which a Fund invests may not yield as high a level of current income as longer term or lower grade securities, which generally have less liquidity and greater fluctuation in value.

There is a risk that some or all of the interest received by the Fund from Municipal Securities might become taxable as a result of tax law changes or determinations of the Internal Revenue Service ("IRS").

The yields on Municipal Securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions of the Municipal Securities market, size of a particular offering, and maturity and rating of the obligation. Generally, the yield realized by a Fund's shareholders will be the yield realized by the Fund on its investments, reduced by the general expenses of the Fund and the Trust. The market values of the Municipal Securities held by the Fund will be affected by changes in the yields available on similar securities. If yields increase following the purchase of a Municipal Security, the market value of such Municipal Security will generally decrease. Conversely, if yields decrease, the market value of a Municipal Security will generally increase.

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.

JUNK BONDS. Certain Funds may invest in 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.

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A Fund may have difficulty selling certain junk bonds because they may have a thin trading market. The lack of a liquid secondary market may have an adverse effect on the market price and a 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 a 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. Cash equivalents include money market instruments (such as certificates of deposit, time deposits, bankers' acceptances from U.S. or foreign banks, and repurchase agreements), shares of affiliated money market funds or high-quality debt obligations (such as U.S. Government obligations, commercial paper, master notes and other short-term corporate instruments, and municipal obligations).

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), the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company. The Funds other than the Asset Allocation 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 Asset Allocation Funds may invest in a money market fund.

For each Fund other than the Asset Allocation Funds, 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

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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. The Asset Allocation Funds are structured as "funds of funds" under the 1940 Act and therefore are not subject to these restrictions.

DEFAULTED SECURITIES. Certain Funds may invest in defaulted securities. In order to enforce its rights in defaulted securities, a Fund may be required to participate in various legal proceedings or take possession of and manage assets securing the issuer's obligations on the defaulted securities. This could increase a Fund's operating expenses and adversely affect its net asset value. Any investments by the Funds in defaulted securities will also be considered illiquid securities subject to the limitations described herein, unless AIM determines that such defaulted securities are liquid under guidelines adopted by the Board.

VARIABLE OR FLOATING RATE INSTRUMENTS. Certain Funds may invest in securities which have variable or floating interest rates which are readjusted on set dates (such as the last day of the month or calendar quarter) in the case of variable rates or whenever a specified interest rate change occurs in the case of a floating rate instrument. Variable or floating interest rates generally reduce changes in the market price of securities from their original purchase price because, upon readjustment, such rates approximate market rates. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable or floating rate securities than for fixed rate obligations. Many securities with variable or floating interest rates purchased by a Fund are subject to payment of principal and accrued interest (usually within seven days) on the Fund's demand. The terms of such demand instruments require payment of principal and accrued interest by the issuer, a guarantor, and/or a liquidity provider. All variable or floating rate instruments will meet the applicable quality standards of a Fund. AIM will monitor the pricing, quality and liquidity of the variable or floating rate securities held by the Funds.

INDEXED SECURITIES. Certain Funds may invest in indexed securities the value of which is linked to interest rates, commodities, indices or other financial indicators. Most indexed securities are short to intermediate term fixed income securities whose values at maturity (principal value) or interest rates rise or fall according to changes in the value of one or more specified underlying instruments. Indexed securities may be positively or negatively indexed (i.e., their principal value or interest rates may increase or decrease if the underlying instrument appreciates), and may have return characteristics similar to direct investments in the underlying instrument or to one or more options on the underlying instrument. Indexed securities may be more volatile than the underlying instrument itself and could involve the loss of all or a portion of the principal amount of the indexed security.

ZERO-COUPON AND PAY-IN-KIND SECURITIES. Certain Funds may invest in zero-coupon or pay-in-kind securities. These securities are debt securities that do not make regular cash interest payments. Zero-coupon securities are sold at a deep discount to their face value. Pay-in-kind securities pay interest through the issuance of additional securities. Because zero-coupon and pay-in-kind securities do not pay current cash income, the price of these securities can be volatile when interest rates fluctuate. While these securities do not pay current cash income, federal tax law requires the holders of zero-coupon and pay-in-kind securities to include in income each year the portion of the original issue discount (or deemed discount) and other non-cash income on such securities accrued during that year. In order to qualify as a "regulated investment company" under the Internal Revenue Code of 1986, as amended (the "Code") and to avoid certain excise taxes, certain Underlying Funds may be required to distribute a portion of such discount and income, and may be required to dispose of other portfolio securities, which could occur during periods of adverse market prices, in order to generate sufficient cash to meet these distribution requirements.

Investment Techniques

DELAYED DELIVERY TRANSACTIONS. Delayed delivery transactions, also referred to as forward commitments, involve commitments by a Fund to dealers or issuers to acquire or sell securities at a specified future date beyond the customary settlement for such securities. These commitments may fix

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the payment price and interest rate to be received or paid on the investment. A Fund may purchase securities on a delayed delivery basis to the extent it can anticipate having available cash on settlement date. Delayed delivery agreements will not be used as a speculative or leveraging 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 basis securities prior to settlement.

A Fund may enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, a Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date.

WHEN-ISSUED SECURITIES. Purchasing securities on a "when-issued" basis means that the date for delivery of and payment for the securities is not fixed at the date of purchase, but is set after the securities are issued. The payment obligation and, if applicable, the interest rate that will be received on the securities are fixed at the time the buyer enters into the commitment. A Fund will only make commitments to purchase such securities with the intention of actually acquiring such securities, but the Fund may sell these securities before the settlement date if it is deemed advisable.

Securities purchased on a when-issued basis and the securities held in a Fund's portfolio are subject to changes in market value based upon the public's perception of the creditworthiness of the issuer and, if applicable, changes in the level of interest rates. Therefore, if a Fund is to remain substantially fully invested at the same time that it has purchased securities on a when-issued basis, there will be a possibility that the market value of the Fund's assets will fluctuate to a greater degree. Furthermore, when the time comes for the Fund to meet its obligations under when-issued commitments, the Fund will do so by using then available cash flow, by sale of the segregated liquid assets, by sale of other securities or, although it would not normally expect to do so, by directing the sale of the when-issued securities themselves (which may have a market value greater or less than the Fund's payment obligation).

Investment in securities on a when-issued basis may increase a Fund's exposure to market fluctuation and may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must sell another security in order to honor a when-issued commitment. If a Fund purchases a when-issued security, the Fund will segregate liquid assets in an amount equal to the when-issued commitment. If the market value of such segregated assets declines, additional liquid assets will be segregated on a daily basis so that the market value of the segregated assets will equal the amount of the Fund's when-issued commitments. No additional delayed delivery agreements (as described above) or when-issued commitments will be made by a Fund if, as a result, more than 25% of the Fund's total assets would become so committed.

SHORT SALES. 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

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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 in an amount equal 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 of 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. Certain Funds may enter into interest rate, index and currency exchange rate swap agreements for purposes of attempting to obtain a particular desired return at a lower cost to the Fund than if it had invested directly in an instrument that yielded that desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. Commonly used swap agreements include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or "cap"; (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or "floor"; and (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.

The "notional amount" of the swap agreement is only a fictitious basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. 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 funds advised by AIM (the "AIM Funds") and each Fund may borrow from other AIM Funds to the extent permitted under such Fund's investment restrictions. During temporary or emergency periods, the

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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 borrowings are outstanding, a 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. Each Fund may borrow money to a limited extent for temporary or emergency purposes. If there are unusually heavy redemptions because of changes in interest rates or for any other reason, a Fund may have to sell a portion of its investment portfolio at a time when it may be disadvantageous to do so. Selling fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. The Trust believes that, in the event of abnormally heavy redemption requests, a Fund's borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely.

LENDING PORTFOLIO SECURITIES. The Funds may each lend their portfolio securities (principally to broker-dealers) where such loans are callable at any time and are continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Each Fund may lend portfolio securities to the extent of one-third of its total assets.

A Fund will not have the right to vote securities while they are being lent, but it can call a loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned securities and would, at the same time, earn interest on the loan collateral or on the investment of any cash collateral. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly, or in the event of a default by the borrower. The Fund could also experience delays and costs in gaining access to the collateral.

Any cash received as collateral for loaned securities will be invested, in accordance with a Fund's investment guidelines, in short-term money market instruments or Affiliated Money Market Funds. For purposes of determining whether a Fund is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset.

REPURCHASE AGREEMENTS. Repurchase agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during 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 may invest their cash balances in joint accounts with other AIM Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain other money market instruments with remaining maturities not to exceed 90 days. Repurchase agreements are considered loans by a Fund under the 1940 Act.

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The investment policies of certain Underlying Funds permit them to invest in repurchase agreements with banks and broker-dealers pertaining to U.S. Treasury obligations. However, in order to maximize the Fund's dividends which are exempt from state income taxation, as a matter of operating policy, the Fund does not currently invest in repurchase agreements.

REVERSE REPURCHASE AGREEMENTS. Reverse repurchase agreements are agreements that involve the sale of securities held by a Fund to financial institutions such as banks and broker-dealers, with an agreement that the Fund will repurchase the securities at an agreed upon price and date. A Fund may employ reverse repurchase agreements (i) for temporary emergency purposes, such as to meet unanticipated net redemptions so as to avoid liquidating other portfolio securities during unfavorable market conditions; (ii) to cover short-term cash requirements resulting from the timing of trade settlements; or
(iii) to take advantage of market situations where the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction. At the time it enters into a reverse repurchase agreement, a Fund will segregate liquid assets having a dollar value equal to the repurchase price, and will subsequently continually monitor the account to ensure that such equivalent value is maintained at all times. Reverse repurchase agreements involve the risk that the market value of securities to be purchased by the Fund may decline below the price at which it is obligated to repurchase the securities, or that the other party may default on its obligation, so that the Fund is delayed or prevented from completing the transaction. Reverse repurchase agreements are considered borrowings by a Fund under the 1940 Act.

DOLLAR ROLLS. A dollar roll involves the sale by a Fund of a mortgage security to a financial institution such as a broker-dealer or a bank, with an agreement to repurchase a substantially similar (i.e., same type, coupon and maturity) security at an agreed upon price and date. The mortgage securities that are purchased will bear the same interest rate as those sold, but will generally be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase, a Fund will not be entitled to receive interest and principal payments on the securities sold. Proceeds of the sale will be invested in short-term instruments, and the income from these investments, together with any additional fee income received on the sale, could generate income for a Fund exceeding the yield on the sold security.

Dollar roll transactions involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities that the Fund has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a dollar roll transaction files for bankruptcy or becomes insolvent, the Fund's use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund's obligation to repurchase the securities. At the time the Fund enters into a dollar roll, it will segregate liquid assets having a dollar value equal to the repurchase price, and will monitor the account to ensure that such equivalent value is maintained. The Fund typically enters into dollar roll transactions to enhance the Fund's return either on an income or total return basis or to manage pre-payment risk. Dollar rolls are considered borrowings by a Fund under the 1940 Act.

ILLIQUID SECURITIES. Illiquid securities are securities that cannot be disposed of within seven days in the normal course of business at the price at which they are valued. Illiquid securities may include securities that are subject to restrictions on resale because they have not been registered under the Securities Act of 1933 (the "1933 Act"). Restricted securities may, in certain circumstances, be resold pursuant to Rule 144A under the 1933 Act, and thus may or may not constitute illiquid securities.

Each Fund may invest up to 15% of its net assets in securities that are illiquid. Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. A Fund may have to bear the expense of registering such securities for resale, and the risk of substantial delays in effecting such registrations.

RULE 144A SECURITIES. Rule 144A securities are securities which, while privately placed, are eligible for purchase and resale pursuant to Rule 144A under the 1933 Act. This Rule permits certain qualified institutional buyers, such as the Funds, to trade in privately placed securities even though such

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securities are not registered under the 1933 Act. AIM, under the supervision of the Board, will consider whether securities purchased under Rule 144A are illiquid and thus subject to the Funds' restriction on investment in illiquid securities. Determination of whether a Rule 144A security is liquid or not is a question of fact. In making this determination AIM will consider the trading markets for the specific security taking into account the unregistered nature of a Rule 144A security. In addition, AIM could consider the (i) frequency of trades and quotes; (ii) number of dealers and potential purchasers; (iii) dealer undertakings to make a market; and (iv) nature of the security and of market place trades (for example, the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). AIM will also monitor the liquidity of Rule 144A securities and, if as a result of changed conditions, AIM determines that a Rule 144A security is no longer liquid, AIM will review a Fund's holdings of illiquid securities to determine what, if any, action is required to assure that such Fund complies with its restriction on investment in illiquid securities. Investing in Rule 144A securities could increase the amount of each Fund's investments in illiquid securities if qualified institutional buyers are unwilling to purchase such securities.

UNSEASONED ISSUERS. Investments in the equity securities of companies having less than three years' continuous operations (including operations of any predecessor) involve more risk than investments in the securities of more established companies because unseasoned issuers have only a brief operating history and may have more limited markets and financial resources. As a result, securities of unseasoned issuers tend to be more volatile than securities of more established companies.

SALE OF MONEY MARKET SECURITIES. The money market fund in which AIM Conservative Allocation Fund and AIM Moderately Conservative Allocation Fund invests does not seek profits through short-term trading and will generally hold portfolio securities to maturity. However, AIM may seek to enhance the yield of the Fund by taking advantage of yield disparities that occur in the money markets. For example, market conditions frequently result in similar securities trading at different prices. AIM may dispose of any portfolio security prior to its maturity if such disposition and reinvestment of proceeds are expected to enhance yield consistent with AIM's judgment as to desirable portfolio maturity structure. AIM may also dispose of any portfolio security prior to maturity to meet redemption requests, and as a result of a revised credit evaluation of the issuer or other circumstances or considerations. The Fund's policy of investing in securities with maturities of 397 days or less will result in high portfolio turnover. Since brokerage commissions are not normally paid on investments of the type made by the Fund, the high turnover should not adversely affect the Fund's net income.

Derivatives

The Funds may each invest in forward currency contracts, futures contracts, options on securities, options on indices, options on currencies, and options on futures contracts to attempt to hedge against the overall level of investment and currency risk normally associated with each Fund's investments. 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).

Certain of the Underlying Funds may not invest in puts, calls, straddles, spreads or any combination thereof.

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 investment in the types of securities included in the indices such products are designed to track. There

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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."

BUNDLED SECURITIES. In lieu of investing directly in securities appropriate for certain Funds, those Funds may from time to time invest in trust certificates (such as TRAINS) or similar instruments representing fractional undivided interest in an underlying pool of such appropriate securities. The Funds will be permitted at any time to exchange such certificates for the underlying securities evidenced by such certificates. To that extent, such certificates are generally subject to the same risks as the underlying securities. The Funds will examine the characteristics of the underlying securities for compliance with most investment criteria but will determine liquidity with reference to the certificates themselves. To the extent that such certificates involve interest rate swaps or other derivative devices, a Fund may invest in such certificates if the Fund is permitted to engage in interest rate swaps or other such derivative devices.

PUT AND CALL OPTIONS. A call option gives the purchaser the right to buy the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be at the time of exercise. If the purchaser exercises the call option, the writer of a call option is obligated to sell the underlying security, contract or foreign currency. A put option gives the purchaser the right to sell the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration date of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be at the time of exercise. If the purchaser exercises the put option, the writer of a put option is obligated to buy the underlying security, contract or foreign currency. The premium paid to the writer is consideration for undertaking the obligations under the option contract. Until an option expires or is offset, the option is said to be "open." When an option expires or is offset, the option is said to be "closed."

A Fund will not write (sell) options if, immediately after such sale, the aggregate value of securities or obligations underlying the outstanding options exceeds 20% of the Fund's total assets. A Fund will not purchase options if, at 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. A Fund may only write a call option on a security if it owns an equal amount of such securities or securities convertible, into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities subject to the call option. In return for the premium received for writing a call option, the Fund foregoes the opportunity for profit from a price increase in the underlying security, contract, or foreign currency above the exercise price so long as the option remains open, but retains the risk of loss should the price of the security, contract, or foreign currency decline.

A Fund may write a put option without owning the underlying security if it covers the option as described below in the section "Cover." A Fund may only write a put option on a security as part of an investment strategy, and not for speculative purposes. In return for the premium received for writing a put option, the Fund assumes the risk that the price of the underlying security, contract, or foreign currency will decline below the exercise price, in which case the put would be exercised and the Fund would suffer a loss.

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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 option on the underlying security, contract or currency with either a different exercise price or expiration date, or both.

Purchasing Options. A Fund may purchase a call option for the purpose of acquiring the underlying security, contract or currency for its portfolio. The Fund is not required to own the underlying security in order to purchase a call option, and may only cover this transaction with cash, liquid assets and/or short-term debt securities. Utilized in this fashion, the purchase of call options would enable a Fund to acquire the security, contract or currency at the exercise price of the call option plus the premium paid. So long as it holds such a call option, rather than the underlying security or currency itself, the Fund is partially protected from any unexpected increase in the market price of the underlying security, contract or currency. If the market price does not exceed the exercise price, the Fund could purchase the security on the open market and could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. Each of the Funds may also purchase call options on underlying securities, contracts or currencies against which it has written other call options. For example, where a Fund has written a call option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a call option with a different exercise strike and/or expiration date that would eliminate some or all of the risk associated with the written call. Used in combinations, these strategies are commonly referred to as "call spreads."

A Fund may only purchase a put option on an underlying security, contract or currency ("protective put") owned by the Fund in order to protect against an anticipated decline in the value of the security, contract or currency. Such hedge protection is provided only during the life of the put option. The premium paid for the put option and any transaction costs would reduce any profit realized when the security, contract or currency is delivered upon the exercise of the put option. Conversely, if the underlying security, contract or currency does not decline in value, the option may expire worthless and the premium paid for the protective put would be lost. A Fund may also purchase put options on underlying securities, contracts or currencies against which it has written other put options. For example, where a Fund has written a put option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a put option with a different exercise price and/or expiration date that would eliminate some or all of the risk associated with the written put. Used in combinations, these strategies are commonly referred to as "put spreads." Likewise, a Fund may write call options on underlying securities, contracts or currencies against which it has purchased protective put options. This strategy is commonly referred to as a "collar."

Over-The-Counter Options. Options may be either listed on an exchange or traded in over-the-counter ("OTC") markets. Listed options are third-party contracts (i.e., performance of the obligations of the purchaser and seller is guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates. A Fund will not purchase an OTC option unless it believes that daily valuations for such options are readily obtainable. OTC options differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which

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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 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. Certain Funds, for hedging purposes, may write straddles (combinations of put and call options on the same underlying security) to adjust the risk and return characteristics of the 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

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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 currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.

The Funds will only enter into Futures Contracts that are traded (either domestically or internationally) on futures exchanges and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading thereon in the United States are regulated under the Commodity Exchange Act and by the Commodity Futures Trading Commission ("CFTC"). Foreign futures exchanges and trading thereon are not regulated by the CFTC and are not subject to the same regulatory controls. For a further discussion of the risks associated with investments in foreign securities, see "Foreign Investments" in this Statement of Additional Information.

Closing out an open Futures Contract is effected by entering into an offsetting Futures Contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time. If a Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the Futures Contract.

"Margin" with respect to Futures Contracts is the amount of funds that must be deposited by a Fund in order to initiate Futures Contracts trading and maintain its open positions in Futures Contracts. A margin deposit made when the Futures Contract is entered ("initial margin") is intended to ensure the Fund's performance under the Futures Contract. The margin required for a particular Futures Contract is set by the exchange on which the Futures Contract is traded and may be significantly modified from time to time by the exchange during the term of the Futures Contract.

Subsequent payments, called "variation margin," received from or paid to the futures commission merchant through which a Fund entered into the Futures Contract will be made on a daily basis as the price of the underlying security, currency or index fluctuates making the Futures Contract more or less valuable, a process known as marking-to-market.

If a Fund were unable to liquidate a Futures Contract or an option on a Futures Contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments and might be required to maintain the position being hedged by the Futures Contract or option or to maintain cash or securities in a segregated account.

Options on Futures Contracts. Options on Futures Contracts are similar to options on securities or currencies except that options on Futures Contracts give the purchaser the right, in return for the premium paid, to assume a position in a Futures Contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the 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

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writer's Futures Contract margin account. The Funds currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.

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 currency contract is an obligation, usually arranged with a commercial bank or other currency dealer, to purchase or sell a currency against another currency at a future date and price as agreed upon by the parties. A Fund either may accept or make delivery of the currency at the maturity of the forward currency contract. A Fund may also, if its contra party agrees prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. Forward currency contracts are traded over-the-counter, and not on organized commodities or securities exchanges. As a result, it may be more difficult to value such contracts, and it may be difficult to enter into closing transactions.

Each of the Funds may engage in forward currency transactions in anticipation of, or to protect itself against, fluctuations in exchange rates. A Fund may enter into forward currency contracts with respect to a specific purchase or sale of a security, or with respect to its portfolio positions generally. When a Fund purchases a security denominated in a foreign currency for settlement in the near future, it may immediately purchase in the forward market the currency needed to pay for and settle the purchase. By entering into a forward currency contract with respect to the specific purchase or sale of a security denominated in a foreign currency, the Fund can secure an exchange rate between the trade and settlement dates for that purchase or sale transaction. This practice is sometimes referred to as "transaction hedging." Position hedging is the purchase or sale of foreign currency with respect to portfolio security positions denominated or quoted in a foreign currency.

The cost to a Fund of engaging in forward currency contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward currency contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward currency contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it does establish a rate of exchange in advance. In addition, while forward currency contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.

Pursuant to federal securities rules and regulations, a Fund's use of forward currency contracts may require that Fund to set aside assets to reduce the risks associated with using forward currency contracts. This process is described in more detail below in the section "Cover."

COVER. Transactions using forward currency contracts, futures contracts and options (other than options purchased by a Fund) expose a Fund to an obligation to another party. A Fund will not enter into any such transactions unless, in addition to complying with all of the restrictions noted in the disclosure above, it owns either (1) an offsetting ("covered") position in securities, currencies, or other options, forward currency contracts or futures contracts or (2) cash, liquid assets and/or short-term debt securities with a value sufficient at all times to cover its potential obligations not covered as provided in (1) above.

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Each Fund will comply with SEC guidelines regarding cover for these instruments and, if the guidelines so require, set aside cash or liquid securities. To the extent that a futures contract, forward currency contract or option is deemed to be illiquid, the assets used to "cover" 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, a Fund will treat the market value of the option (i.e., the amount at risk to the Fund) as illiquid, but will not treat the assets used as cover on such transactions as illiquid.

Assets used as cover cannot be sold while the position in the corresponding forward currency contract, futures contract or option is open, unless they are replaced with other appropriate assets. If a large portion of a Fund's assets is used for cover or otherwise set aside, it could affect portfolio management or the Fund's ability to meet redemption requests or other current obligations.

GENERAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES. The use by the Funds of options, futures contracts and forward currency contracts involves special considerations and risks, as described below. Risks pertaining to particular strategies are described in the sections that follow.

(1) Successful use of hedging transactions depends upon AIM's ability to correctly predict the direction of changes in the value of the applicable markets and securities, contracts and/or currencies. While AIM is experienced in the use of these instruments, there can be no assurance that any particular hedging strategy will succeed.

(2) There might be imperfect correlation, or even no correlation, between the price movements of an instrument (such as an option contract) and the price movements of the investments being hedged. For example, if a "protective put" is used to hedge a potential decline in a security and the security does decline in price, the put option's increased value may not completely offset the loss in the underlying security. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as changing interest rates, market liquidity, and speculative or other pressures on the markets in which the hedging instrument is traded.

(3) Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments.

(4) There is no assurance that a liquid secondary market will exist for any particular option, futures contract or option thereon or forward currency contract at any particular time.

(5) As described above, a Fund might be required to maintain assets as "cover," maintain segregated accounts or make margin payments when it takes positions in instruments involving obligations to third parties. If a Fund were unable to close out its positions in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expired or matured. The requirements might impair a Fund's ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time.

(6) There is no assurance that a Fund will use hedging transactions. For example, if a Fund determines that the cost of hedging will exceed the potential benefit to the Fund, the Fund will not enter into such transaction.

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Additional Securities or Investment Techniques

COMMERCIAL BANK OBLIGATIONS. For the purposes of each Fund's investment policies with respect to bank obligations, obligations of foreign branches of U.S. banks and of foreign banks are obligations of the issuing bank and may be general obligations of the parent bank. Such obligations, however, may be limited by the terms of a specific obligation and by government regulation. As with investment in non-U.S. securities in general, investments in the obligations of foreign branches of U.S. banks and of foreign banks may subject the Funds to investment risks that are different in some respects from those of investments in obligations of domestic issuers. Although a Fund typically will acquire obligations issued and supported by the credit of U.S. or foreign banks having total assets at the time of purchase of $1 billion or more, this $1 billion figure is not an investment policy or restriction of any Fund. For the purposes of calculation with respect to the $1 billion figure, the assets of a bank will be deemed to include the assets of its U.S. and non-U.S. branches.

INDEXED COMMERCIAL PAPER. Certain Funds may invest without limitation in commercial paper which is indexed to certain specific foreign currency exchange rates. The terms of such commercial paper provide that its principal amount is adjusted upwards or downwards (but not below zero) at maturity to reflect changes in the exchange rate between two currencies while the obligation is outstanding. A Fund will purchase such commercial paper with the currency in which it is denominated and, at maturity, will receive interest and principal payments thereon in that currency, but the amount of principal payable by the issuer at maturity will change in proportion to the change (if any) in the exchange rate between the two specified currencies between the date the instrument is issued and the date the instrument matures. While such commercial paper entails the risk of loss of principal, the potential for realizing gains as a result of changes in foreign currency exchange rates enables a fund to hedge against a decline in the U.S. dollar value of investments denominated in foreign currencies while seeking to provide an attractive money market rate of return. The Fund will not purchase such commercial paper for speculation.

PREMIUM SECURITIES. Certain Funds may invest in income securities bearing coupon rates higher than prevailing market rates. Such "premium" securities are typically purchased at prices greater than the principal amounts payable on maturity. A Fund might not amortize the premium paid for such securities in calculating its net investment income. As a result, in such cases the purchase of such securities provides a Fund a higher level of investment income distributable to shareholders on a current basis than if the Fund purchased securities bearing current market rates of interest. If securities purchased by a Fund at a premium are called or sold prior to maturity, the Fund will realize a loss to the extent the call or sale price is less than the purchase price. Additionally, a Fund will realize a loss if it holds such securities to maturity.

STRUCTURED INVESTMENTS. Certain Funds may invest a portion of its assets in interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of Sovereign Debt. This type of restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans or Brady Bonds) and the issuance by that entity of one or more classes of securities ("Structured Investments") backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued Structured Investments to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to Structured Investments is dependent on the extent of the cash flow on the underlying instruments. Because Structured Investments of the type in which the Fund anticipates it will invest typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments.

The Fund is permitted to invest in a class of Structured Investments that is either subordinated or not subordinated to the right of payment of another class. Subordinated Structured Investments typically have higher yields and present greater risks than unsubordinated Structures Investments.

Certain issuers of Structures Investments may be deemed to be "investment companies" as defined in the 1940 Act. As a result, the Fund's investment in these Structured Investments may be

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limited by the restrictions contained in the 1940 Act described below under "Investment Strategies and Risks - Other Investment Companies." Structured Investments are typically sold in private placement transactions, and there currently is no active trading market for Structured Investments.

STRIPPED INCOME SECURITIES. Certain Funds may invest a portion of its assets in stripped income securities, which are obligations representing an interest in all or a portion of the income or principal components of an underlying or related security, a pool of securities or other assets. In the most extreme case, one class will receive all of the interest (the "interest only class" or the "IO class"), while the other class will receive all of the principal (the "principal-only class" or the "PO class"). The market values of stripped income securities tend to be more volatile in response to changes in interest rates than are conventional income securities.

PRIVATIZATIONS. Certain Funds may invest in privatizations. The governments of some foreign countries have been engaged in selling part or all of their stakes in government-owned or controlled enterprises ("privatizations"). AIM believes that privatizations may offer opportunities for significant capital appreciation and intends to invest assets of the Fund in privatizations in appropriate circumstances. In certain foreign countries, the ability of foreign entities such as the Fund to participate may be limited by local law, or the terms on which the Fund may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that foreign governments will continue to sell companies currently owned or controlled by them or that privatization programs will be successful.

SAMURAI AND YANKEE BONDS. Subject to their fundamental investment restrictions, certain Funds may invest in yen-denominated bonds sold in Japan by non-Japanese issuers ("Samurai bonds"), and may invest in dollar-denominated bonds sold in the United States by non-U.S. issuers ("Yankee bonds"). As compared with bonds issued in their countries of domicile, such bond issues normally carry a higher interest rate but are less actively traded. It is the policy of a Fund to invest in Samurai or Yankee bond issues only after taking into account considerations of quality and liquidity, as well as yield.

INVESTMENTS IN ENTITIES WITH RELATIONSHIPS WITH THE FUNDS/ADVISOR. Each Fund, other than the Asset Allocation Funds, may invest in securities issued, sponsored or guaranteed by the following types of entities or their affiliates:
(i) entities that sell shares of the AIM Funds; (ii) entities that rate or rank the AIM Funds; (iii) exchanges on which the AIM Funds buy or sell securities; and (iv) entities that provide services to the AIM Funds (e.g., custodian banks). The Funds will decide whether to invest in or sell securities issued by these entities based on the merits of the specific investment opportunity.

FUND POLICIES

FUNDAMENTAL RESTRICTIONS. Each Fund is subject to the following investment restrictions, which may be changed only by a vote of such Fund's outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of
(i) 67% or more of the Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Fund's outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.

(1) The Fund is a "diversified company" as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the "1940 Act Laws and Interpretations") or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the "1940 Act Laws, Interpretations and Exemptions"). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.

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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) AIM Basic Value Fund, AIM Global Equity Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth 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.

Each of the Asset Allocation Funds will 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 investment companies. 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 has adopted non-fundamental restrictions for each of the Funds relating to certain of these restrictions which AIM must follow in managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board.

NON-FUNDAMENTAL RESTRICTIONS. The following non-fundamental investment restrictions apply to each of the Funds. They may be changed for any Fund without approval of that Fund's voting securities.

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(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 AIM Funds), 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 33?% of its total assets (including the amount borrowed) less liabilities (other than borrowings). The Fund may borrow from banks, broker-dealers or an AIM Fund. The Fund may not borrow for leveraging, but may borrow for temporary or emergency purposes, in anticipation of or in response to adverse market conditions, or for cash management purposes. The Fund may not purchase additional securities when any borrowings from banks exceed 5% of the Fund's total assets or when any borrowings from an AIM Fund are outstanding.

(3) In complying with the fundamental restriction regarding industry concentration, the Fund may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry.

(4) In complying with the fundamental restriction with regard to making loans, the Fund may lend up to 33?% of its total assets and may lend money to an AIM Fund, on such terms and conditions as the SEC may require in an exemptive order.

(5) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, the Fund may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund.

(6) Notwithstanding the fundamental restriction with regard to engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities, the Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.

(7) AIM Basic Value Fund, AIM Global Equity Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

ADDITIONAL NON-FUNDAMENTAL POLICIES. As non-fundamental policies:

(1) AIM Mid Cap Core Equity Fund normally invests at least 80% of its assets in equity securities, including convertible securities, of mid-capitalization companies. For purposes of the foregoing sentence, "assets" means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.

(2) AIM Small Cap Growth Fund normally invests at least 80% of its assets in securities of small-capitalization companies. For purposes of the foregoing sentence, "assets" means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.

(3) AIM Global Equity Fund normally invests at least 80% of its assets in equity securities. For purposes of the foregoing sentence, "assets" means net assets, plus the amount of any borrowings

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for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.

TEMPORARY DEFENSIVE POSITIONS

In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the Funds may temporarily hold all or a portion of their assets in cash, cash equivalents or U.S. Government securities. Each of the Funds other than the Asset Allocation Funds may also invest in high-quality debt instruments and may invest up to 25% of its total assets in Affiliated Money Market Funds for these purposes.

PORTFOLIO TURNOVER

For the fiscal years ended December 31, 2003 and 2004, the portfolio turnover rates for AIM Global Equity Fund were 178% and 115%, respectively. This decrease was largely due to lower portfolio activity in 2004. The management team makes trades based on its assessment of the risk/return tradeoff in the marketplace, so any variation in portfolio activity from one year to the next is a function of this assessment.

POLICIES AND PROCEDURES FOR DISCLOSURE OF FUND HOLDINGS

The Board has adopted policies and procedures with respect to the disclosure of the Funds' portfolio holdings (the "Holdings Disclosure Policy"). AIM and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a description of the basis on which employees of AIM and its affiliates may release information about portfolio securities in certain contexts are provided below.

PUBLIC RELEASE OF PORTFOLIO HOLDINGS. The Funds disclose the following portfolio holdings information on www.aiminvestments.com(1):


(1) To locate a Fund's portfolio holdings information, access the Fund's overview page on the website. Links to the Fund's holdings are located in the upper right side of this website page.

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            INFORMATION                         WEBSITE POSTING                          POSTED ON WEBSITE
-----------------------------------   -----------------------------------   -------------------------------------------
Top ten holdings as of month end      15 days after month end               Until replaced with the following month's
                                                                            top ten holdings

Select holdings included in the       29 days after calendar quarter end    Until replaced with the following quarter's
Fund's Quarterly Performance Update                                          Quarterly Performance Update

Complete portfolio holdings as of     30 days after calendar quarter end    For one year
calendar quarter end

Complete portfolio holdings as of     60-70 days after fiscal quarter end   For one year
fiscal quarter end

These holdings are listed along with the percentage of the Fund's net assets they represent. Generally, employees of AIM and its affiliates may not disclose such portfolio holdings until one day after they have been posted on http://www.aiminvestments.com. You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246.

SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS PURSUANT TO NON-DISCLOSURE AGREEMENT. Employees of AIM and its affiliates may disclose non-public full portfolio holdings on a selective basis only if the Internal Compliance Controls Committee (the "ICCC") of A I M Management Group Inc. ("AIM Management") approves the parties to whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that the proposed selective disclosure will be made for legitimate business purposes of the applicable Fund and address any perceived conflicts of interest between shareholders of such Fund and AIM or its affiliates as part of granting its approval.

The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1) overseeing the implementation and enforcement of the Holdings Disclosure Policy and the AIM Funds Code of Ethics by the Chief Compliance Officer (or her designee) of AIM and the AIM Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended) that may arise in connection with the Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the types of situations in which AIM provides selective disclosure and approves situations involving perceived conflicts of interest between shareholders of the applicable Fund and AIM or its affiliates brought to the Board's attention by AIM.

AIM discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the AIM Funds:

- Attorneys and accountants;

- Securities lending agents;

- Lenders to the AIM Funds;

- Rating and rankings agencies;

- Persons assisting in the voting of proxies;

- AIM Funds' custodians;

- The AIM Funds' transfer agent(s) (in the event of a redemption in kind);

- Pricing services, market makers, or other persons who provide systems or software support in connection with AIM Funds' operations (to determine the price of securities held by an AIM Fund);

- Financial printers;

- Brokers identified by the AIM Funds' portfolio management team who provide execution and research services to the team; and

- Analysts hired to perform research and analysis to the AIM Funds' portfolio management team.

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In many cases, AIM will disclose current portfolio holdings on a daily basis to these persons. In these situations, AIM has entered into non-disclosure agreements which provide that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings and will not trade on such information ("Non-disclosure Agreements"). Please refer to Appendix B for a list of examples of persons to whom AIM provides non-public portfolio holdings on an ongoing basis.

AIM will also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over AIM and its affiliates or the Funds.

The Holdings Disclosure Policy provides that AIM will not request, receive or accept any compensation (including compensation in the form of the maintenance of assets in any Fund or other mutual fund or account managed by AIM or one of its affiliates) for the selective disclosure of portfolio holdings information.

DISCLOSURE OF CERTAIN PORTFOLIO HOLDINGS AND RELATED INFORMATION WITHOUT NON-DISCLOSURE AGREEMENT. AIM and its affiliates that provide services to the Funds, and the Funds' subadvisors, if applicable, and each of their employees may receive or have access to portfolio holdings as part of the day to day operations of the Funds.

From time to time, employees of AIM and its affiliates may express their views orally or in writing on one or more of the Funds' portfolio securities or may state that a Fund has recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since a Fund's most recent quarter-end and therefore may not be reflected on the list of the Fund's most recent quarter-end portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Funds, shareholders in the applicable Fund, persons considering investing in the applicable Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which AIM or its affiliates provides or may provide investment advisory services. The nature and content of the views and statements provided to each of these persons may differ.

From time to time, employees of AIM and its affiliates also may provide oral or written information ("portfolio commentary") about a Fund, including, but not limited to, how the Fund's investments are divided among various sectors, industries, countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. AIM may also provide oral or written information ("statistical information") about various financial characteristics of a Fund or its underlying portfolio securities including, but not limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about a Fund may be based on the Fund's portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ.

DISCLOSURE OF PORTFOLIO HOLDINGS BY TRADERS. Additionally, employees of AIM and its affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Funds' portfolio securities. AIM does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who AIM believed was misusing the disclosed information.

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DISCLOSURE OF PORTFOLIO HOLDINGS OF OTHER AIM-MANAGER PRODUCTS. AIM and its affiliates manage products sponsored by companies other than AIM, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain AIM Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by AIM and its affiliates may disclose the portfolio holdings of their products at different times than AIM discloses portfolio holdings for the AIM Funds.

AIM provides portfolio holdings information for portfolios of AIM Variable Insurance Funds (the "Insurance Funds") to insurance companies whose variable annuity and variable life insurance accounts invest in the Insurance Funds ("Insurance Companies"). AIM may disclose portfolio holdings information for the Insurance Funds to Insurance Companies with which AIM has entered into Non-disclosure Agreements up to five days prior to the scheduled dates for AIM's disclosure of similar portfolio holdings information for other AIM Funds on http://www.aiminvestments.com. AIM provides portfolio holdings information for the Insurance Funds to such Insurance Companies to allow them to disclose this information on their websites at approximately the same time that AIM discloses portfolio holdings information for the other AIM Funds on its website. AIM manages the Insurance Funds in a similar fashion to certain other AIM Funds and thus the Insurance Funds and such other AIM Funds have similar portfolio holdings. AIM does not disclose the portfolio holdings information for the Insurance Funds on its website, and not all Insurance Companies disclose this information on their websites.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The overall management of the business and affairs of the Funds and the Trust is vested in the Board. The Board 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. Certain trustees and officers of the Trust are affiliated with AIM and 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, their principal occupations during at least the last five years and certain other information concerning them are set forth in Appendix C.

The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee, the Valuation Committee and the Special Market Timing Litigation Committee.

The current members of the Audit Committee are Bob R. Baker, James T. Bunch, Edward K. Dunn, Jr. (Chair), Lewis F. Pennock and Dr. Larry Soll, Dr. Prema Mathai-Davis and Ruth H. Quigley (Vice Chair). The Audit Committee's primary purposes are to: (i) assist the Board in oversight of the independent registered public accountant's qualifications, independence and performance;
(ii) appoint independent registered public accountants for the Funds; (iii) to the extent required by Section 10A(h) and (i) of the Exchange Act, to pre-approve all permissible non-audit services that are provided to Funds by their independent registered public accountants; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds' independent registered public accountants to the Funds' investment adviser and certain other affiliated entities; (v) to oversee the financial reporting process for the Funds; (vi) the extent required by Regulation 14A under the Exchange Act, to prepare an audit committee report for inclusion in any proxy statement issued by a Fund; (vii) assist the Board's oversight of the performance of the Funds' internal audit function to the extent an internal audit function exists; (viii) assist the Board's oversight of the integrity of the Funds' financial

40

statements; and (ix) assist the Board's oversight of the Funds' compliance with legal and regulatory requirements. During the fiscal year ended December 31, 2004, the Audit Committee held eight meetings.

The members of the Compliance Committee are Frank S. Bayley, Bruce L. Crockett (Chair), Albert R. Dowden (Vice Chair) and Mr. Dunn. The Compliance Committee is responsible for: (i) recommending to the Board and the independent trustees the appointment, compensation and removal of the Funds' Chief Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and removal of the Funds' Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney General, AIM and INVESCO Funds Group, Inc. ("IFG"); (iii) recommending to the independent trustees the appointment and removal of AIM's independent Compliance Consultant (the "Compliance Consultant") and reviewing the report prepared by the Compliance Consultant upon its compliance review of AIM (the "Report") and any objections made by AIM with respect to the Report;
(iv) reviewing any report prepared by a third party who is not an interested person of AIM, upon the conclusion by such third party of a compliance review of AIM; (v) reviewing all reports on compliance matters from the Funds' Chief Compliance Officer, (vi) reviewing all recommendations made by the Senior Officer regarding AIM's compliance procedures, (vii) reviewing all reports from the Senior Officer of any violations of state and federal securities laws, the Colorado Consumer Protection Act, or breaches of AIM's fiduciary duties to Fund shareholders and of AIM's Code of Ethics; (viii) overseeing all of the compliance policies and procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (ix) from time to time, reviewing certain matters related to redemption fee waivers and recommending to the Board whether or not to approve such matters; (x) receiving and reviewing quarterly reports on the activities of AIM's Internal Compliance Controls Committee; (xi) reviewing all reports made by AIM's Chief Compliance Officer;
(xii) reviewing and recommending to the independent trustees whether to approve procedures to investigate matters brought to the attention of AIM's ombudsman;
(xiii) risk management oversight with respect to the Funds and, in connection therewith, receiving and overseeing risk management reports from AMVESCAP PLC that are applicable to the Funds or their service providers; and (xiv) overseeing potential conflicts of interest that are reported to the Compliance Committee by AIM, the Chief Compliance Officer, the Senior Officer and/or the Compliance Consultant. During the fiscal year ended December 31, 2004, the Compliance Committee held two meetings.

The members of the Governance Committee are Messrs. Bayley, Crockett, Dowden (Chair), Jack M. Fields (Vice Chair) and Gerald J. Lewis. The Governance Committee is responsible for: (i) nominating persons who will qualify as independent trustees for (a) election as trustees in connection with meetings of shareholders of the Funds that are called to vote on the election of trustees,
(b) appointment by the Board as trustees in connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the independent trustees; (vii) overseeing the selection of independent legal counsel to the independent trustees; (viii) reviewing and approving the compensation paid to independent legal counsel and other advisers, if any, to the Audit Committee of the Board; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Audit Committee of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board.

The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and
(ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. During the fiscal year ended December 31, 2004, the Governance Committee held seven meetings.

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Notice procedures set forth in the Trust's bylaws require that any shareholder of a fund desiring to nominate a trustee for election at a shareholder meeting must submit to the Trust's Secretary the nomination in writing not later than the close of business on the later of the 90th day prior to such shareholder meeting or the tenth day following the day on which public announcement is made of the shareholder meeting and not earlier than the close of business on the 120th day prior to the shareholder meeting.

The members of the Investments Committee are Messrs. Baker (Vice Chair), Bayley (Chair), Bunch, Crockett, Dowden, Dunn, Fields, Lewis, Pennock, Soll and Carl Frischling, Dr. Mathai-Davis (Vice Chair) and Miss Quigley (Vice Chair). The Investments Committee's primary purposes are to: (i) assist the Board in its oversight of the investment management services provided by AIM as well as any sub-advisers; and (ii) review all proposed and existing advisory, sub-advisory and distribution arrangements for the Funds, and to recommend what action the Boards and the independent trustees take regarding the approval of all such proposed arrangements and the continuance of all such existing arrangements. During the fiscal year ended December 31, 2004, the Investments Committee held eight meetings.

The Investments Committee has established three Sub-Committees. The Sub-Committees are responsible for: (i) reviewing the performance, fees and expenses of the Funds that have been assigned to a particular Sub-Committee (for each Sub-Committee, the "Designated Funds"), unless the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies and limitations of the Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes such action directly;
(iv) being familiar with the registration statements and periodic shareholder reports applicable to their Designated Funds; and (v) such other investment-related matters as the Investments Committee may delegate to the Sub-Committee from time to time.

The members of the Valuation Committee are Messrs. Bunch, Pennock (Vice Chair), Soll, and Mark Williamson (Chair) and Miss Quigley. The Valuation Committee is responsible for: (i) developing a sufficient knowledge of the valuation process and of AIM's Procedures for Valuing Securities (Pricing Procedures) (the "Pricing Procedures") in order to carry out their responsibilities; (ii) periodically reviewing information provided by AIM or other advisers regarding industry developments in connection with valuation and pricing, and making recommendations to the Board with respect to the Pricing Procedures based upon such review; (iii) reviewing the reports described in the Pricing Procedures and other information from AIM regarding fair value determinations made pursuant to the Pricing Procedures by AIM's internal valuation committee, and reporting to and making recommendations to the Board in connection with such reports; (iv) receiving the reports of AIM's internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures, receiving the annual report of AIM evaluating the pricing vendors, and approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures and recommending the pricing vendors for approval by the Board annually; (v) upon request of AIM, assisting AIM's internal valuation committee and/or the Board in resolving particular fair valuation issues; (vi) receiving any reports of concerns by AIM's internal valuation committee regarding actual or potential conflicts of interest by investment personnel or others that could color their input or recommendations regarding pricing issues, and receiving information from AIM disclosing differences between valuation and pricing procedures used for the Funds and private funds, if any, advised by AIM for which AIM Fund Administration has exclusive accounting responsibility, and the reasons for such differences; and (vii) in each of the foregoing areas, making regular reports to the Board. During the fiscal year ended December 31, 2004, the Valuation Committee held one meeting.

The members of the Special Market Timing Litigation Committee are Messrs. Crockett, Dowden (Vice Chair), Dunn and Lewis (Chair). The Special Market Timing Litigation Committee is responsible: (i) for receiving reports from time to time from management, counsel for management, counsel for the Funds and special counsel for the independent trustees, as applicable, related to (a) the civil lawsuits, including purported class action and shareholder derivative suits, that have been filed against the Funds

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concerning alleged excessive short term trading in shares of the Funds ("market timing") and (b) the civil enforcement actions and investigations related to market timing activity in the Funds that were settled with certain regulators, including without limitation the SEC, the New York Attorney General and the Colorado Attorney General, and for recommending to the independent trustees what actions, if any, should be taken by the Funds in light of all such reports; (ii) for overseeing the investigation(s) on behalf of the independent trustees by special counsel for the independent trustees and the independent trustees' financial expert of market timing activity in the Funds, and for recommending to the independent trustees what actions, if any, should be taken by the Funds in light of the results of such investigation(s); (iii) for (a) reviewing the methodology developed by AIM's Independent Distribution Consultant (the "Distribution Consultant") for the monies ordered to be paid under the settlement order with the SEC, and making recommendations to the independent trustees as to the acceptability of such methodology and (b) recommending to the independent trustees whether to consent to any firm with which the Distribution Consultant is affiliated entering into any employment, consultant, attorney-client, auditing or other professional relationship with AIM, or any of its present or former affiliates, directors, officers, employees or agents acting in their capacity as such for the period of the Distribution Consultant's engagement and for a period of two years after the engagement; and (iv) for taking reasonable steps to ensure that any Fund which the Special Market Timing Litigation Committee determines was harmed by improper market timing activity receives what the Special Market Timing Litigation Committee deems to be full restitution. During the fiscal year ended December 31, 2004, the Special Market Timing Litigation Committee held eight meetings.

Trustee Ownership of Fund Shares

The dollar range of equity securities beneficially owned by each trustee
(i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the AIM Funds complex, is set forth in Appendix C.

Approval of Investment Advisory Agreements and Summary of Independent Written Fee Evaluation

The Board oversees the management of each Fund and, as required by law, determines annually whether to approve the continuance of each Fund's advisory agreement with AIM. Based upon the recommendation of the Investments Committee of the Board, which is comprised solely of independent trustees, at a meeting held on June 30, 2005, the Board, including all of the independent trustees, approved (i) the continuance of the advisory agreement between each Fund (other than AIM Income Allocation Fund and AIM International Allocation Fund (each a "New Fund") and AIM for another year, effective July 1, 2005 and (ii) the advisory agreement between each New Fund and AIM for an initial period ending December 31, 2006 (collectively, the "Advisory Agreement").

The Board considered the factors discussed below in evaluating the fairness and reasonableness of each Fund's Advisory Agreement at the meeting on June 30, 2005 and as part of the Board's ongoing oversight of each Fund. In their deliberations, the Board and the independent trustees did not identify any particular factor that was controlling, and each trustee attributed different weights to the various factors.

One responsibility of the independent Senior Vice President of the Funds is to manage the process by which the Funds' proposed management fees are negotiated to ensure that they are negotiated in a manner which is at arm's length and reasonable. To that end, the Senior Vice President must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Vice President has recommended an independent written evaluation in lieu of a competitive bidding process and, upon the direction of the Board, has prepared an independent written evaluation (which did not include the New Funds). Such written evaluation also considered certain of the factors discussed below. In addition, as discussed below, the Senior Vice President made certain recommendations to the Board in connection with such written evaluation.

The discussion below serves as a summary of the Senior Vice President's independent written evaluation and recommendations to the Board in connection therewith (with respect to each Fund except the New Funds), as well as a discussion of the material factors and the conclusions with respect thereto

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that formed the basis for the Board's approval of each Fund's Advisory Agreement (including each New Fund's Advisory Agreement). After consideration of all of the factors below and based on its informed business judgment, the Board determined that each Fund's Advisory Agreement is in the best interests of the Fund and its shareholders and that the compensation to AIM under each Fund's Advisory Agreement is fair and reasonable and would have been obtained through arm's length negotiations.

AIM BASIC VALUE FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

- The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance for the one and three year periods was below the median performance of such comparable funds and above such median performance for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

- The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Large Cap Value Fund Index. The Board noted that the Fund's performance for the one and three year periods was comparable to the performance of such Index and above such Index for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

- Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board noted that this rate (i) was the same as the advisory fee rates for a variable insurance fund advised by AIM and offered to insurance company separate accounts with investment strategies comparable to those of the Fund; (ii) was lower than the advisory fee rate for an offshore fund for which an AIM affiliate serves as advisor with investment strategies comparable to those of the Fund; (iii) was

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higher than the sub-advisory fee rates for an unaffiliated mutual fund for which an affiliate of AIM serves as sub-advisor, although the total management fees paid by such unaffiliated mutual fund were higher than the advisory fee rate for the Fund; and (iv) was higher than the advisory fee rates for twenty separately managed wrap accounts managed by an AIM affiliate, and lower than the advisory fee rates for two separately managed wrap accounts managed by an AIM affiliate with investment strategies comparable to those of the Fund. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

- Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate was comparable to the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through December 31, 2009 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until December 31, 2009. The Board considered the effect this fee waiver would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

- Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes three breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, have decreased as net assets increased because the Advisory Agreement includes breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through December 31, 2009 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore reflect economies of scale and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule.

- Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the 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 the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the 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 the lending Fund and its respective shareholders.

45

- Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

- Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

- Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

46

AIM CONSERVATIVE ALLOCATION FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

- The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

- The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

- Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2005 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2005. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

- Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

47

- Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

- Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

- Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

- Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

48

AIM GLOBAL EQUITY FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

- The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance for the one and three year periods was at or above the median performance of such comparable funds and below such median performance for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

- The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Global Multi-Cap Core Index. The Board noted that the Fund's performance in such periods was above the performance of such Index. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

- Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not serve as an advisor to other mutual funds or other clients with investment strategies comparable to those of the Fund.

- Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate below the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund and to limit the Fund's total operating expenses, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

49

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through December 31, 2009 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until December 31, 2009. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2005 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund (other than Institutional Class shares). The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect until December 31, 2005. The Board considered the effect these fee waivers/expense limitations would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

- Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes three breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, would decrease as net assets increase because the Advisory Agreement includes breakpoints. The Board noted that, due to the Fund's current asset levels and the way in which the advisory fee breakpoints have been structured, the Fund has yet to benefit from the breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through December 31, 2009 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore would reflect economies of scale at higher asset levels and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule.

- Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the 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 the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the 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 the lending Fund and its respective shareholders.

- Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

50

- Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

- Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM GROWTH ALLOCATION FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the

51

Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

- The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

- The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

- Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2005 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2005. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

- Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

- Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the

52

performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

- Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

- Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM INCOME ALLOCATION FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on this review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other

53

factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM is currently providing satisfactory services in accordance with the terms of the Advisory Agreement.

- The performance of the Fund relative to comparable funds. Not applicable because this is a new Fund.

- The performance of the Fund relative to indices. Not applicable because this is a new Fund.

- Meeting with the Fund's portfolio managers and investment personnel. The Board intends to meet periodically with the Fund's portfolio managers and/or other investment personnel to ensure that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. Not applicable because this is a new Fund. However, the Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to other mutual funds advised by AIM and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

- Fees relative to those of comparable funds with other advisors. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

- Expense limitations and fee waivers. The Board reviewed AIM's proposed annual expense limitation for the Fund that would, until December 31, 2006, limit Other Expenses (excluding interest, taxes, dividend expense on short sales, fund merger and reorganization expenses, extraordinary items, including other items designated as such by the Board, and increases in expenses due to expense offset arrangements, if any) of each class of shares of the Fund to 0.04% of the Fund's average daily net assets, and the effect it would have on the Fund's estimated total expenses. The Board concluded that such expense limitation for the Fund was fair and reasonable.

- Breakpoints and economies of scale. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

- Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

- Profitability of AIM and its affiliates. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory

54

Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to approve the Advisory Agreement for the Fund, the Board also considered the Board's knowledge of AIM's operations, and concluded that it was beneficial to approve the Advisory Agreement, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services.

- Other factors and current trends. In determining whether to approve the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM INTERNATIONAL ALLOCATION FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on this review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM is currently providing satisfactory services in accordance with the terms of the Advisory Agreement.

- The performance of the Fund relative to comparable funds. Not applicable because this is a new Fund.

- The performance of the Fund relative to indices. Not applicable because this is a new Fund.

- Meeting with the Fund's portfolio managers and investment personnel. The Board intends to meet periodically with the Fund's portfolio managers and/or other investment personnel to ensure that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. Not applicable because this is a new Fund. However, the Board considered the overall performance of AIM in providing investment advisory and portfolio

55

administrative services to other mutual funds advised by AIM and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

- Fees relative to those of comparable funds with other advisors. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

- Expense limitations and fee waivers. The Board reviewed AIM's proposed annual expense limitation for the Fund that would, until December 31, 2006, limit Other Expenses (excluding interest, taxes, dividend expense on short sales, fund merger and reorganization expenses, extraordinary items, including other items designated as such by the Board, and increases in expenses due to expense offset arrangements, if any) of each class of shares of the Fund to 0.18% of the Fund's average daily net assets, and the effect it would have on the Fund's estimated total expenses. The Board concluded that such expense limitation for the Fund was fair and reasonable.

- Breakpoints and economies of scale. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

- Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

- Profitability of AIM and its affiliates. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to approve the Advisory Agreement for the Fund, the Board also considered the Board's knowledge of AIM's operations, and concluded that it was beneficial to approve the Advisory Agreement, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services.

56

- Other factors and current trends. In determining whether to approve the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM MID CAP CORE EQUITY FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

- The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance was below the median performance of such comparable funds for the one and three year periods and at such median performance for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

- The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Mid-Cap Core Index. The Board noted that the Fund's performance was below the performance of such Index for the one and three year periods and above such Index for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

- Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board noted that

57

this rate (i) was the same as the advisory fee rates for a variable insurance fund advised by AIM and offered to insurance company separate accounts with investment strategies comparable to those of the Fund; (ii) was higher than the sub-advisory fee rates for three unaffiliated mutual funds for which an AIM affiliate serves as sub-advisor, although the total management fees paid by such unaffiliated mutual funds were higher than the advisory fee rate for the Fund; and (iii) was higher than the advisory fee rates for 24 separately managed wrap accounts managed by an AIM affiliate with investment strategies comparable to those of the Fund, comparable to the advisory fee rates for one such wrap account, and lower than the advisory fee rates for two such wrap accounts. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

- Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate was at the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until June 30, 2006. The Board considered the effect this fee waiver would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

- Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes three breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, have decreased as net assets increased because the Advisory Agreement includes breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore reflect economies of scale and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule.

- Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the 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 the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the 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 the lending Fund and its respective shareholders.

58

- Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable. The Board also considered the Senior Vice President's recommendation that the Board consider an additional fee waiver for the Fund due to the Fund's under-performance and relatively high historic cash position. The Board concluded that such a fee waiver was not appropriate for the Fund at this time and that, rather than requesting such a fee waiver from AIM, the Board should receive from AIM (i) additional information regarding the use of cash in the Fund's overall investment strategy and (ii) an analysis of how the use of cash by the Fund's portfolio manager has contributed to the Fund's performance.

- Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

- Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also

59

considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM MODERATE ALLOCATION FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

- The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

- The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

- Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2005 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2005. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and

60

concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

- Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

- Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

- Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

- Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance

61

consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM MODERATE GROWTH ALLOCATION FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on this review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM is currently providing services in accordance with the terms of the advisory agreement.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM is currently providing satisfactory services in accordance with the terms of the advisory agreement.

- The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

- The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

- Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2006 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2006. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

62

- Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

- Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

- Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to approve the Advisory Agreement for the Fund, the Board also considered the Board's knowledge of AIM's operations, and concluded that it was beneficial to approve the Advisory Agreement, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

- Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined

63

that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM MODERATELY CONSERVATIVE ALLOCATION FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on this review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM is currently providing services in accordance with the terms of the advisory agreement.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM is currently providing satisfactory services in accordance with the terms of the advisory agreement.

- The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

- The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

- Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2006 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2006. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

64

- Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

- Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

- Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to approve the Advisory Agreement for the Fund, the Board also considered the Board's knowledge of AIM's operations, and concluded that it was beneficial to approve the Advisory Agreement, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

- Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies

65

and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM SMALL CAP GROWTH FUND

- The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

- The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

- The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance in such periods was below the median performance of such comparable funds. The Board noted that AIM has recently made changes to the Fund's portfolio management team, which appear to be producing encouraging early results but need more time to be evaluated before a conclusion can be made that the changes have addressed the Fund's under-performance. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

- The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Small-Cap Growth Index. The Board noted that the Fund's performance in such periods was below the performance of such Index. The Board noted that AIM has recently made changes to the Fund's portfolio management team, which appear to be producing encouraging early results but need more time to be evaluated before a conclusion can be made that the changes have addressed the Fund's under-performance. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

- Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

- Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

- Fees relative to those of clients of AIM with comparable investment strategies. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board noted

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that, based on the Fund's current assets and taking account of the breakpoints in the Fund's advisory fee schedule, this rate was comparable to the sub-advisory fee rates for two unaffiliated mutual funds for which AIM serves as sub-advisor, although the total management fees paid by such unaffiliated mutual funds were higher than the advisory fee rate for the Fund. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

- Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate was below the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until June 30, 2006. The Board considered the effect this fee waiver would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

- Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes three breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, have decreased as net assets increased because the Advisory Agreement includes breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore reflect economies of scale and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule.

- Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the 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 the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the 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 the lending Fund and its respective shareholders.

- Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the

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reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

- Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive.

- Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

- AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

- Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

- Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

COMPENSATION

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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. The Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation for their services.

Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2004 is found in Appendix D.

Retirement Plan For Trustees

The trustees have adopted a retirement plan for the trustees of the Trust who are not affiliated with AIM. 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 benefits will equal 75% of the trustee's annual retainer paid or accrued by any Covered Fund to such trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the trustee. Notwithstanding the foregoing, the amount of benefits will exclude any additional compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain committees, whether such amounts are paid directly to the Trustee or deferred. 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. Crockett, Dunn, Fields, Frischling, Sklar and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the "Deferring Trustees") have each executed a Deferred Compensation Agreement (collectively, the "Compensation Agreements"). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Trust, and such amounts are placed into a deferral account and deemed to be invested in one or more AIM Funds selected by the Deferring Trustees. 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 Board, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the Deferring Trustee's termination of service as a trustee of 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. 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.

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Purchases of Class A Shares of the Funds at Net Asset Value

The trustees and other affiliated persons of the Trust may purchase Class A shares of the 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 and Redemption of Shares - Purchases of Class A Shares, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund
- Purchases of Class A Shares at Net Asset Value."

CODES OF ETHICS

AIM, the Trust and 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, including personal trading in most of the funds within the AIM Family of Funds(R) ("affiliated funds"). Personal trading, including personal trading involving securities that may be purchased or held by a Fund and in affiliated funds, 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 her designee and to report all transactions on a regular basis.

PROXY VOTING POLICIES

The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to AIM. AIM will vote such proxies in accordance with their proxy policies and procedures, which have been reviewed and approved by the Board, and which are found in Appendix E.

Any material changes to the proxy policies and procedures will be submitted to the Board for approval. The Board will be supplied with a summary quarterly report of each Fund's proxy voting record.

Information regarding how the Funds voted proxies related to their portfolio securities during the 12 months ended June 30, 2005 is available at our website, http://www.AIMinvestments.com. This information is also available at the SEC Website, http://www.sec.gov.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Information about the ownership of each class of each Fund's shares by beneficial or record owners of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to "control" that Fund.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISOR

AIM, the Funds' investment advisor, was organized in 1976, and along with its subsidiaries, manages or advises over 200 investment portfolios encompassing a broad range of investment objectives. AIM is a direct, wholly owned subsidiary of AIM Management, a holding company that has been engaged in the financial services business since 1976. AIM Management is an indirect, wholly owned subsidiary of AMVESCAP. AMVESCAP and its subsidiaries are an independent global

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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 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, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds' shareholders.

AIM, at its own expense, furnishes to the Trust office space and facilities. AIM furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.

Pursuant to its Advisory Agreement, AIM receives no advisory fee from the Asset Allocation Funds.

Pursuant to its Advisory Agreement, AIM receives a monthly fee from each Fund (other than the Asset Allocation Funds) calculated at the following annual rates, based on the average daily net assets of each Fund during the year.

Effective January 1, 2005, the advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by each Fund, other than the Asset Allocation Funds, do not exceed the maximum advisory fee rate set forth in the third column below. The maximum advisory fee rates are effective through the Committed Until Date set forth in the fourth column.

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                                                                                                         MAXIMUM ADVISORY
                                                                                                            FEE RATES
                                    ANNUAL RATE/NET ASSETS             MAXIMUM ADVISORY FEE              COMMITTED UNTIL
           FUND NAME                PER ADVISORY AGREEMENT          RATE AFTER JANUARY 1, 2005                 DATE
           ---------                ----------------------          --------------------------           ----------------
AIM Basic Value Fund             0.725% of first $500M             0.695% of first $250M                 December 31, 2009
                                 0.70% of the next $500M           0.67% of next $250M
                                 0.675% of the next $500M          0.645% of next $500M
                                 0.65% of the excess over $1.5B    0.62% of next $1.5B
                                                                   0.595% of next $2.5B
                                                                   0.57% of next $2.5B
                                                                   0.545% of next $2.5B
                                                                   0.52% of the excess over $10B

AIM Global Equity Fund           0.975% of first $500M             0.80% of first $250M                  December 31, 2009
                                 0.95% of amount over $500M        0.78% of next $250M
                                 0.925% of the next $500M          0.76% of next $500M
                                 0.90% of the excess over $1.5B    0.74% of next $1.5B
                                                                   0.72% of next $2.5B
                                                                   0.70% of next $2.5B
                                                                   0.68% of next $2.5B
                                                                   0.66% of the excess over $10B

AIM Mid Cap Core Equity Fund     0.725% of first $500M             N/A                                          N/A
                                 0.70% of amount over $500M
                                 0.675% of the next $500M
                                 0.65% of the excess over $1.5B

AIM Small Cap Growth Fund        0.725% of first $500M             N/A                                          N/A
                                 0.70% of next $500M
                                 0.675% of the next $500M
                                 0.65% of the excess over $1.5B

AIM may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, AIM will retain its ability to be reimbursed for such fee prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Funds' detriment during the period stated in the agreement between AIM and the Fund.

AIM has voluntarily agreed to waive a portion of advisory fees payable by the 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 the Fund's investment of uninvested cash in an Affiliated Money Market Fund. Termination of this agreement requires approval by the Board. See "Description of the Funds and Their Investments and Risks - Investment Strategies and Risks - Other Investments - Other Investment Companies.

AIM has contractually agreed through December 31, 2005, to limit AIM Global Equity Fund's Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.75%, 2.50%, 2.50% and 2.00% on AIM Global Equity Fund's Class A, Class B, Class C and Class R shares, respectively. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the limits: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), items designated as such by the Fund's Board; (v) expenses related to a merger or reorganization, as approved

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by the Fund's Board; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the fund benefits are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. Such contractual fee waivers or reductions are set forth in the Fee Table to AIM Global Equity Fund's Prospectus and may not be terminated or amended to the Fund's detriment during the period stated in the agreement between AIM and AIM Global Equity Fund.

AIM has contractually agreed to limit Other Expenses (excluding certain items discussed below) to 0.20%, 0.17%, 0.04%, 0.18%, 0.05%, 0.12% and 0.14% on AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund, and AIM Moderately Conservative Allocation Fund, respectively, for each of Class A, Class B, Class C, and Class R shares. In determining the advisor's obligation to waive fees or reimburse expenses, the following expenses are not taken into account, and could cause the Other Expenses to exceed the limits: (i) Rule 12b-1 fees; (ii) interest; (iii) taxes; (iv) dividend expense on short sales; (v) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), or items designated as such by the Fund's Board; (vi) expenses related to a merger or reorganization, as approved by the Fund's Board; and
(vii) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the fund benefits are in the form of credits that the fund receives from the banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. Such contractual fee waivers or reductions are set forth in the Fee Table to the Prospectus for the Asset Allocation Funds and may not be terminated or amended to the Funds' detriment during the period stated in the agreement between AIM and the Asset Allocation Funds. This expense limitation agreement is in effect through December 31, 2005 for AIM Conservative Allocation Fund, AIM Growth Allocation Fund, and AIM Moderate Allocation Fund and through December 31, 2006 for AIM Income Allocation Fund, AIM International Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund.

The management fees payable by each Fund (other than the Asset Allocation Funds), the amounts waived by AIM and the net fees paid by each Fund for the last three fiscal years ended December 31 are found in Appendix G.

Portfolio Managers

Appendix H contains the following information regarding the portfolio managers identified in each Fund's prospectus:

- The dollar range of the manager's investments in each Fund.

- A description of the manager's compensation structure.

- Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts.

Securities Lending Arrangements

If a Fund (other than the Asset Allocation Funds) 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

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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. 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 are found in Appendix I.

OTHER SERVICE PROVIDERS

TRANSFER AGENT. AIM Investment Services, Inc. ("AIS"), 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 (the "TA Agreement") between the Trust and AIS provides that AIS will perform certain shareholder services for the Funds. For servicing accounts holding Class A, A3, B, C, K, R, AIM Cash Reserve and Investor Class Shares, the TA Agreement provides that the Trust on behalf of the Funds will pay AIS at a rate of $17.08 per open shareholder account plus certain out of pocket expenses, whether such account is serviced directly by AIS or by a third party pursuant to a sub-transfer agency, omnibus account service, sub-accounting, or networking agreement. This fee is paid monthly at the rate of 1/12 of the annual fee and is based upon the number of open shareholder accounts during each month.

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).

Primerica Shareholder Services, Inc. ("PSS"), 3120 Breckinridge Boulevard, Duluth, Georgia 30099-0001 has also entered into an agreement with the Trust (and certain other AIM Funds) and AIS pursuant to which PSS 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 purchases of shares of the Funds.

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The Bank of New York, 2 Hanson Place, Brooklyn, New York 11217-1431, 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 and for assessing the risks associated with investing in foreign countries, including the risk of using eligible foreign securities depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories.

Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.

AUDITORS. The Funds' independent registered public accounting firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the Board has appointed [Auditor's Name and Address] as the independent registered public accounting firm to audit the financial statements of the Funds. Such appointment was ratified and approved by the Board.

COUNSEL TO THE TRUST. Legal matters for the Trust have been passed upon by Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market Street, Philadelphia, Pennsylvania 19103-7599.

BROKERAGE ALLOCATION AND OTHER PRACTICES

BROKERAGE TRANSACTIONS

AIM makes decisions to buy and sell securities for each Fund, selects broker-dealers (each, a "Broker"), effects the Funds' investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. AIM's primary consideration in effecting a security transaction is to obtain best execution, which AIM defines as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While AIM seeks reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See "Broker Selection" below.

Some of the securities in which the Funds invest are traded in over-the-counter markets. Portfolio transactions placed in such markets may be effected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark up or mark down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues include a commission or concession paid by the issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions.

Traditionally, commission rates have not been negotiated on stock markets outside the United States. Although in recent years many overseas stock markets have adopted a system of negotiated rates, a number of markets maintain an established schedule of minimum commission rates.

Brokerage commissions paid by each of the Funds during the last three fiscal years ended December 31 are found in Appendix J.

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COMMISSIONS

During the last three fiscal years ended December 31, none of the Funds paid brokerage commissions to Brokers affiliated with the Funds, AIM, AIM Distributors, or any affiliates of such entities.

The Funds may engage in certain principal and agency transactions with banks and their affiliates that own 5% or more of the outstanding voting securities of an AIM Fund, provided the conditions of an exemptive order received by the AIM Funds from the SEC are met. In addition, a Fund may purchase or sell a security from or to certain other AIM Funds or other accounts (and may invest in the Affiliated Money Market Funds) provided the Funds follow procedures adopted by the Boards of the various AIM Funds, including the Trust. These inter-fund transactions do not generate brokerage commissions but may result in custodial fees or taxes or other related expenses.

BROKER SELECTION

AIM's primary consideration in selecting Brokers to execute portfolio transactions for a Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for a Fund, AIM considers the full range and quality of a Broker's services, including the value of research and/or brokerage services provided, execution capability, commission rate, willingness to commit capital, anonymity and responsiveness. AIM's primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the Broker's ability to deliver or sell the relevant fixed income securities; however, AIM will also consider the various factors listed above. In each case, the determinative factor is not the lowest commission or spread available but whether the transaction represents the best qualitative execution for the Fund. AIM will not select Brokers based upon their promotion or sale of Fund shares.

In choosing Brokers to execute portfolio transactions for the Funds, AIM may select Brokers that provide brokerage and/or research services ("Soft Dollar Products") to the Funds and/or the other accounts over which AIM and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides that AIM, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), AIM must make a good faith determination that the commissions paid are "reasonable in relation to the value of the brokerage and research services provided ... viewed in terms of either that particular transaction or [AIM's] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion." The services provided by the Broker also must lawfully and appropriately assist AIM in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker higher commissions than those available from another Broker in recognition of such Broker's provision of Soft Dollar Products to AIM.

AIM faces a potential conflict of interest when it uses client trades to obtain Soft Dollar Products. This conflict exists because AIM is able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces AIM's expenses to the extent that AIM would have purchased such products had they not been provided by Brokers. Section 28(e) permits AIM to use Soft Dollar Products for the benefit of any account it manages. Certain AIM-managed accounts may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other AIM-managed accounts, effectively cross subsidizing the other AIM-managed accounts that benefit directly from the product. AIM may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing such Fund.

AIM and certain of its affiliates presently engage in the following instances of cross-subsidization:

1. Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage the fixed income AIM Funds are generated entirely by equity AIM Funds and other equity client accounts managed by AIM or A I M Capital, Inc. ("AIM Capital"), a subsidiary of AIM. In other words, the fixed income AIM Funds are cross-subsidized by the equity AIM

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Funds, in that the fixed income AIM Funds receive the benefit of Soft Dollar Products services for which they do not pay.

2. The investment models used to manage many of the AIM Funds are also used to manage other accounts of AIM and/or AIM Capital. The Soft Dollar Products obtained through the use of soft dollar commissions generated by the transactions of the AIM Funds and/or other accounts managed by AIM and/or AIM Capital are used to maintain the investment models relied upon by both of these advisory affiliates.

This type of cross-subsidization occurs in both directions. For example, soft dollar commissions generated by transactions of the AIM Funds and/or other accounts managed by AIM are used for Soft Dollar Products which may benefit those AIM Funds and/or accounts as well as accounts managed by AIM Capital. Additionally, soft dollar commissions generated by transactions of accounts managed by AIM Capital are used for Soft Dollar Products which may benefit those accounts as well as accounts managed by AIM. In certain circumstances, AIM Capital accounts may indicate that their transactions should not be used to generate soft dollar commissions but may still receive the benefits of Soft Dollar Products received by AIM or AIM Capital.

3. Some of the common investment models used to manage various Funds and other accounts of AIM and/or AIM Capital are also used to manage accounts of AIM Private Asset Management, Inc. ("APAM"), another AIM subsidiary. The Soft Dollar Products obtained through the use of soft dollar commissions generated by the transactions of the Funds and/or other accounts managed by AIM and/or AIM Capital are used to maintain the investment models relied upon by AIM, AIM Capital and APAM. This cross-subsidization occurs in only one direction. Most of APAM's accounts do not generate soft dollar commissions which can be used to purchase Soft Dollar Products. The soft dollar commissions generated by transactions of the Funds and/or other accounts managed by AIM and/or AIM Capital are used for Soft Dollar Products which may benefit the accounts managed by AIM, AIM Capital and APAM; however, APAM does not provide any soft dollar research benefit to the Funds and/or other accounts managed by AIM or AIM Capital.

AIM and AIM Capital attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if AIM and AIM Capital conclude that the Broker supplying the product is capable of providing best execution.

Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. AIM uses soft dollars to purchase two types of Soft Dollar Products:

- proprietary research created by the Broker executing the trade, and

- other products created by third parties that are supplied to AIM through the Broker executing the trade.

Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. AIM periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that AIM receives from each Broker, AIM develops an estimate of each Broker's share of AIM clients' commission dollars. AIM attempts to direct trades to the firms to meet these estimates.

AIM also uses soft dollars to acquire products from third parties that are supplied to AIM through Brokers executing the trades or other Brokers who "step in" to a transaction and receive a portion of the brokerage commission for the trade. AIM may from time to time instruct the executing Broker to allocate

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or "step out" a portion of a transaction to another Broker. The Broker to which AIM has "stepped out" would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been "stepped out." Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes.

Soft Dollar Products received from Brokers supplement AIM's own research (and the research of certain of its affiliates), and may include the following types of products and services:

- Database Services - comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process).

- Quotation/Trading/News Systems - products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services.

- Economic Data/Forecasting Tools - various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions.

- Quantitative/Technical Analysis - software tools that assist in quantitative and technical analysis of investment data.

- Fundamental/Industry Analysis - industry specific fundamental investment research.

- Fixed Income Security Analysis - data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed income securities.

- Other Specialized Tools - other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software.

If AIM determines that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), AIM will allocate the costs of such service or product accordingly in its reasonable discretion. AIM will allocate brokerage commissions to Brokers only for the portion of the service or product that AIM determines assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.

Outside research assistance is useful to AIM since the Brokers used by AIM tend to provide more in-depth analysis of a broader universe of securities and other matters than AIM's staff follows. In addition, such services provide AIM with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by AIM's clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. AIM believes that because Broker research supplements rather than replaces AIM's research, the receipt of such research tends to improve the quality of AIM's investment advice. The advisory fee paid by the Funds is not reduced because AIM receives such services. To the extent the Funds' portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid.

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AIM may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. The target levels will be based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Fund's shares for their clients, provided that AIM believes such Brokers provide best execution and such transactions are executed in compliance with AIM's policy against using directed brokerage to compensate Brokers for promoting or selling AIM Fund shares. AIM will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.

DIRECTED BROKERAGE (RESEARCH SERVICES)

Directed brokerage (research services) paid by each of the Funds during the last fiscal year ended December 31, 2004 are found in Appendix K.

REGULAR BROKERS

Information concerning the Funds' acquisition of securities of their regular Brokers during the last fiscal year ended December 31, 2004 is found in Appendix K.

ALLOCATION OF PORTFOLIO TRANSACTIONS

AIM and its affiliates manage numerous AIM Funds and other accounts. Some of these accounts may have investment objectives similar to the Funds. Occasionally, identical securities will be appropriate for investment by one of the Funds and by another Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. The timing and amount of purchase by each account will also be determined by its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, AIM will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by AIM to be fair and equitable. AIM may combine such transactions, in accordance with applicable laws and regulations, to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Fund's ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell.

ALLOCATION OF EQUITY INITIAL PUBLIC OFFERING ("IPO") TRANSACTIONS

Certain of the AIM Funds or other accounts managed by AIM may become interested in participating in equity IPOs. Purchases of equity IPOs by one AIM Fund or other account may also be considered for purchase by one or more other AIM Funds or accounts. AIM shall combine indications of interest for equity IPOs for all AIM Funds and accounts participating in purchase transactions for that IPO. When the full amount of all IPO orders for such AIM Funds and accounts cannot be filled completely, AIM shall allocate such transactions in accordance with the following procedures:

AIM will determine the eligibility of each AIM Fund and account that seeks to participate in a particular equity IPO by reviewing a number of factors, including market capitalization/liquidity suitability and sector/style suitability of the investment with the AIM Fund's or account's investment objective, policies, strategies and current holdings. AIM will allocate equity securities issued in IPOs to eligible AIM Funds and accounts on a pro rata basis based on order size.

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PURCHASE, REDEMPTION AND PRICING OF SHARES

TRANSACTIONS THROUGH FINANCIAL INTERMEDIARIES

If you are investing indirectly in a Fund through a financial intermediary such as a broker-dealer, a bank (including a bank trust department), an insurance company separate account, an investment advisor, an administrator or trustee of a retirement plan or a qualified tuition plan or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the Fund for trading on behalf of its customers, different guidelines, conditions and restrictions may apply than if you held your shares of the Fund directly. These differences may include, but are not limited to: (i) different eligibility standards to purchase and sell shares, different eligibility standards to invest in funds with limited offering status and different eligibility standards to exchange shares by telephone; (ii) different minimum and maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a Systematic Redemption Plan without being subject to a contingent deferred sales charge. The financial intermediary through whom you are investing may also choose to adopt different exchange and/or transfer limit guidelines and restrictions, including different trading restrictions designed to discourage excessive or short-term trading. The financial intermediary through whom you are investing may also choose to impose a redemption fee that has different characteristics, which may be more or less restrictive, than the redemption fee currently imposed on certain Funds.

If the financial intermediary is managing your account, you may also be charged a transaction or other fee by such financial intermediary, including service fees for handling redemption transactions. Consult with your financial intermediary (or, in the case of a retirement plan, your plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the above, may be applicable to you.

PURCHASE AND REDEMPTION OF SHARES

Purchases of Class A Shares, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund

INITIAL SALES CHARGES. Each AIM Fund (other than AIM Money Market Fund , AIM Tax-Exempt Cash Fund and AIM Short Term Bond Fund) is grouped into one of three categories to determine the applicable initial sales charge for its Class A Shares. Additionally, Class A shares of AIM Short Term Bond Fund are subject to an initial sales charge of 2.50%. The sales charge is used to compensate AIM Distributors and participating dealers for their expenses incurred in connection with the distribution of the Funds' shares. You may also be charged a transaction or other fee by the financial institution managing your account.

Class A shares of AIM Tax-Exempt Cash Fund, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund are sold without an initial sales charge.

CATEGORY I FUNDS

AIM Advantage Health Sciences Fund           AIM International Growth Fund
AIM Aggressive Growth Fund                   AIM Large Cap Basic Value Fund
AIM Asia Pacific Growth Fund                 AIM Large Cap Growth Fund
AIM Basic Value Fund                         AIM Leisure Fund
AIM Blue Chip Fund                           AIM Mid Cap Basic Value Fund
AIM Capital Development Fund                 AIM Mid Cap Core Equity Fund
AIM Charter Fund                             AIM Mid Cap Growth Fund
AIM Conservative Allocation Fund             AIM Moderate Allocation Fund
AIM Constellation Fund                       AIM Moderate Growth Allocation Fund
AIM Diversified Dividend Fund                AIM Moderately Conservative Allocation Fund

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AIM Dynamics Fund                            AIM Multi-Sector Fund
AIM Emerging Growth Fund                     AIM Opportunities I Fund
AIM Energy Fund                              AIM Opportunities II Fund
AIM European Growth Fund                     AIM Opportunities III Fund
AIM European Small Company Fund              AIM Premier Equity Fund
AIM Financial Services Fund                  AIM Select Equity Fund
AIM Global Real Estate Fund                  AIM Small Cap Equity Fund
AIM Global Value Fund                        AIM Small Cap Growth Fund
AIM Gold & Precious Metals Fund              AIM Small Company Growth Fund
AIM Growth Allocation Fund                   AIM Technology Fund
AIM Income Allocation Fund                   AIM Trimark Endeavor Fund
AIM International Allocation Fund            AIM Trimark Fund
AIM International Core Equity Fund           AIM Trimark Small Companies Fund
AIM International Small Company Fund         AIM Utilities Fund
                                             AIM Weingarten 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 Opportunities I Fund will not accept any single purchase in excess of $250,000.

CATEGORY II FUNDS

AIM Basic Balanced Fund                      AIM High Income Municipal Fund
AIM Developing Markets Fund                  AIM High Yield Fund
AIM Global Aggressive Growth Fund            AIM Income Fund
AIM Global Equity Fund                       AIM Intermediate Government Fund
AIM Global Growth Fund                       AIM Municipal Bond Fund
AIM Global Health Care Fund                  AIM Real Estate Fund
                                             AIM Total Return Bond Fund

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                                                                                       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

AIM SHORT TERM BOND 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                   2.50           2.56          2.00
$100,000 but less than $  250,000                   2.00           2.04          1.50
$250,000 but less than $  500,000                   1.50           1.52          1.25
$500,000 but less than $1,000,000                   1.25           1.27          1.00

Beginning on October 31, 2002 Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. Current investors must maintain a share balance in order to continue to make incremental purchases.

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 and Class A shares of AIM Short Term Bond 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 Class A shares of AIM Short Term Bond Fund 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

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Purchases ("Large Purchases"). If an investor makes a Large Purchase of Class A shares of a Category I or II Fund and Class A shares of AIM Short Term Bond Fund, however, each share issued will generally be subject to a 1.00% contingent deferred sales charge ("CDSC") if the investor redeems those shares within 18 months after purchase.

AIM Distributors may pay a dealer concession and/or advance a service fee on Large Purchases, as set forth below. Exchanges between the AIM Funds may affect total compensation paid.

AIM Distributors may make the following payments to dealers of record for Large Purchases of Class A shares of Category I or II Funds or AIM Short Term Bond Fund by investors other than (i) retirement plans that are maintained pursuant to Sections 401 and 457 of the Internal Revenue Code of 1986, as amended (the Code), and (ii) retirement plans that are maintained pursuant to
Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code:

PERCENT OF PURCHASE

1% of the first $2 million
plus 0.80% of the next $1 million
plus 0.50% of the next $17 million
plus 0.25% of amounts in excess of $20 million

If (i) the amount of any single purchase order plus (ii) the public offering price of all other shares owned by the same customer submitting the purchase order on the day on which the purchase order is received equals or exceeds $1,000,000, the purchase will be considered a "jumbo accumulation purchase." With regard to any individual jumbo accumulation purchase, AIM Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases, made by the same customer over the life of his or her account(s).

If an investor made a Large Purchase of Class A shares of a Category III Fund or AIM Short Term Bond Fund on and after November 15, 2001 and through October 30, 2002 and exchanges those shares for Class A shares of a Category I or II Fund, AIM Distributors will pay an additional dealer concession of 0.75% upon exchange.

If an investor makes a Large Purchase of Class A shares of a Category I or II Fund or AIM Short Term Bond Fund on and after November 15, 2001 and through October 31, 2002 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. Beginning February 17, 2003, Class A shares of a Category I or II Fund or AIM Short Term Bond Fund may not be exchanged for Class A shares of a Category III Fund.

If an investor makes a Large Purchase of Class A3 shares of a Category III Fund on and after October 31, 2002 and exchanges those shares for Class A shares of a Category I or II Fund or AIM Short Term Bond Fund, AIM Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A shares of the Category I or II Fund or AIM Short Term Bond Fund received in exchange generally will be subject to a 1.00% CDSC if the investor redeems such shares within 18 months from the date of exchange.

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 and additional dealer concession upon the exchange. Beginning February 17, 2003, Class A shares of a Category III Fund may not be exchanged for Class A shares of another Category III Fund.

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PURCHASES OF CLASS A SHARES BY CERTAIN RETIREMENT PLANS AND AIM SHORT TERM BOND FUND AT NAV. For purchases of Class A shares of Category I and II Funds and AIM Short Term Bond Fund, AIM Distributors may make the following payments to investment dealers or other financial service firms for sales of such shares at net asset value ("NAV") to certain retirement plans provided that the applicable dealer of record is able to establish that the retirement plan's purchase of Class A shares is a new investment (as defined below):

PERCENT OF PURCHASE

0.50% of the first $20 million
plus 0.25% of amounts in excess of $20 million

This payment schedule will be applicable to purchases of Class A shares at NAV by the following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code.

A "new investment" means a purchase paid for with money that does not represent (i) the proceeds of one or more redemptions of AIM Fund shares, (ii) an exchange of AIM Fund shares, or (iii) the repayment of one or more retirement plan loans that were funded through the redemption of AIM Fund shares, or (iv) money returned from another fund family. If AIM Distributors pays a dealer concession in connection with a plan's purchase of Class A shares at NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the date the plan first invests in Class A shares of an AIM Fund. If the applicable dealer of record is unable to establish that a plan's purchase of Class A shares at NAV is a new investment, AIM Distributors will not pay a dealer concession in connection with such purchase and such shares will not be subject to a CDSC.

With regard to any individual jumbo accumulation purchase, AIM Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same plan over the life of the plan's account(s).

PURCHASERS QUALIFYING FOR REDUCTIONS IN INITIAL SALES CHARGES. As shown in the tables above, purchases of certain amounts of AIM Fund shares may reduce the initial sales charges. These reductions are available to purchasers that meet the qualifications listed below. We will refer to purchasers that meet these qualifications as "Qualified Purchasers."

DEFINITIONS

As used herein, the terms below shall be defined as follows:

- "Individual" refers to a person, as well as his or her Spouse or Domestic Partner and his or her Children;

- "Spouse" is the person to whom one is legally married under state law;

- "Domestic Partner" is an adult with whom one shares a primary residence for at least six-months, is in a relationship as a couple where one or each of them provides personal or financial welfare of the other without a fee, is not related by blood and is not married;

- "Child" or "Children" include a biological, adopted or foster son or daughter, a Step-child, a legal ward or a Child of a person standing in loco parentis;

- "Parent" is a person's biological or adoptive mother or father;

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- "Step-child" is the child of one's Spouse by a previous marriage or relationship;

- "Step-parent" is the Spouse of a Child's Parent; and

- "Immediate Family" includes an Individual (including, as defined above, a person, his or her Spouse or Domestic Partner and his or her Children) as well as his or her Parents, Step-parents and the Parents of Spouse or Domestic Partner.

INDIVIDUALS

- an Individual (including his or her spouse or domestic partner, and children);

- a retirement plan established exclusively for the benefit of an Individual, specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account; and

- a qualified tuition plan account, maintained pursuant to Section 529 of the Code, or a Coverdell Education Savings Account, maintained pursuant to Section 530 of the Code (in either case, the account must be established by an Individual or have an Individual named as the beneficiary thereof).

EMPLOYER-SPONSORED RETIREMENT PLANS

- a retirement plan maintained pursuant to Sections 401, 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the Code, if:

a. the employer or plan sponsor submits all contributions for all participating employees in a single contribution transmittal (the AIM Funds will not accept separate contributions submitted with respect to individual participants);

b. each transmittal is accompanied by a single check or wire transfer; and

c. if the AIM Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies AIM Distributors in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal.

HOW TO QUALIFY FOR REDUCTIONS IN INITIAL SALES CHARGES. The following sections discuss different ways that a Qualified Purchaser can qualify for a reduction in the initial sales charges for purchases of Class A shares of the AIM Funds.

LETTERS OF INTENT

A Qualified Purchaser may pay reduced initial sales charges by (i) indicating on the Account Application that he, she or it intends to provide a Letter of Intent ("LOI") and (ii) subsequently fulfilling the conditions of that LOI. Employer-sponsored retirement plans, with the exception of Solo 401(k) plans and SEP plans, are not eligible for a LOI.

The LOI confirms the total investment in shares of the AIM Funds that the Qualified Purchaser intends to make within the next 13 months. By marking the LOI section on the account application and by signing the account application, the Qualified Purchaser indicates that he, she or it understands and agrees to the terms of the LOI and is bound by the provisions described below:

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Calculating the Initial Sales Charge

- Each purchase of fund shares normally subject to an initial sales charge made during the 13-month period will be made at the public offering price applicable to a single transaction of the total dollar amount indicated by the LOI (to determine what the applicable public offering price is, look at the sales charge table in the section on "Initial Sales Charges" above).

- It is the purchaser's responsibility at the time of purchase to specify the account numbers that should be considered in determining the appropriate sales charge.

- The offering price may be further reduced as described below under "Rights of Accumulation" if the Transfer Agent is advised of all other accounts at the time of the investment.

- Shares acquired through reinvestment of dividends and capital gains distributions will not be applied to the LOI.

Calculating the Number of Shares to be Purchased

- Purchases made within 90 days before signing an LOI will be applied toward completion of the LOI. The LOI effective date will be the date of the first purchase within the 90-day period.

- Purchases made more than 90 days before signing an LOI will be applied toward the completion of the LOI based on the value of the shares purchased that is calculated at the public offering price on the effective date of the LOI.

- 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.

- The Transfer Agent will process necessary adjustments upon the expiration or completion date of the LOI.

Fulfilling the Intended Investment

- By signing an LOI, a purchaser is not making a binding commitment to purchase additional shares, but if purchases made within the 13-month period do not total the amount specified, the purchaser will have to pay the increased amount of sales charge.

- To assure compliance with the provisions of the 1940 Act, the Transfer Agent will escrow in the form of shares an appropriate dollar amount (computed to the nearest full share) out of the initial purchase (or subsequent purchases if necessary). All dividends and any capital gain distributions on the escrowed shares will be credited to the purchaser. All shares purchased, including those escrowed, will be registered in the purchaser's name. If the total investment specified under this LOI is completed within the 13-month period, the escrowed shares will be promptly released.

- If the intended investment is not completed, the purchaser will pay the Transfer Agent the difference between the sales charge on the specified amount and the sales charge on the amount actually purchased. If the purchaser does not pay such difference within 20 days of the expiration date, he or she irrevocably constitutes and appoints the Transfer Agent as his attorney to surrender for redemption any or all shares, to make up such difference within 60 days of the expiration date.

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Canceling the LOI

- If at any time before completing the LOI Program, the purchaser wishes to cancel the agreement, he or she must give written notice to AIM Distributors.

- 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 entered 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 and through October 30, 2002, 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 or after October 30, 2002 will not be subject to this CDSC. All LOIs to purchase $1,000,000 or more of Class A shares of Category I and II Funds and AIM Short Term Bond Fund are subject to an 18-month, 1.00% CDSC.

RIGHTS OF ACCUMULATION

A Qualified Purchaser may also qualify for reduced initial sales charges based upon his, her or its existing investment in shares of any of the AIM Funds at the time of the proposed purchase. To determine whether or not a reduced initial sales charge applies to a proposed purchase, AIM Distributors takes into account not only the money which is invested upon such proposed purchase, but also the value of all shares of the AIM Funds owned by such purchaser, calculated at their then current public offering price.

If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any AIM Fund with a value of $20,000 and wishes to invest an additional $20,000 in a fund with a maximum initial sales charge of 5.50%, the reduced initial sales charge of 5.25% will apply to the full $20,000 purchase and not just to the $15,000 in excess of the $25,000 breakpoint.

To qualify for obtaining the discount applicable to a particular purchase, the purchaser or his dealer must furnish the Transfer Agent with a list of the account numbers and the names in which such accounts of the purchaser are registered at the time the purchase is made.

Rights of Accumulation are also available to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contract purchased on or before June 30, 1992.

If an investor's new purchase of Class A shares of a Category I or II Fund or AIM Short Term Bond Fund is at net asset value, the newly purchased shares will be subject to a CDSC if the investor redeems them prior to the end of the 18 month holding period (12 months for Category III Fund shares). For new purchases of Class A shares of Category III Funds at net asset value made on and after November 15, 2001 and through October 30, 2002, the newly purchased shares will be subject to a CDSC if the investor redeems them prior to the end of the 12 month holding period.

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OTHER REQUIREMENTS FOR REDUCTIONS IN INITIAL SALES CHARGES. As discussed above, investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and, if necessary, support their qualification for the reduced charge. AIM Distributors reserves the right to determine whether any purchaser is entitled to the reduced sales charge based on the definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the AIM Funds without payment of the applicable sales charge other than to Qualified Purchasers.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund, and Class B and Class C shares of AIM Floating Rate Fund and Investor Class shares of any fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

PURCHASES OF CLASS A SHARES AT NET ASSET VALUE. AIM Distributors permits certain categories of persons to purchase Class A shares of AIM Funds without paying an initial sales charge. These are typically categories of persons whose transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase.

AIM Distributors believes that it is appropriate and in the Funds' best interests that such persons, and certain other persons whose purchases result in relatively low expenses of distribution, be permitted to purchase shares through AIM Distributors without payment of a sales charge.

Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares because there is a reduced sales effort involved in sales to these purchasers:

- AIM Management and its affiliates, or their clients;

- 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(R); any foundation, trust or employee benefit plan established exclusively for the benefit of, or by, such persons;;

- Any current or retired officer, director, or employee (and members of their immediate family) of DST Systems, Inc. or Personix, a division of Fiserv Solutions, Inc.;

- Sales representatives and employees (and members of their immediate family) of selling group members of financial institutions that have arrangements with such selling group members;

- Purchases through approved fee-based programs;

- Employer-sponsored retirement plans that are Qualified Purchasers, as defined above, provided that:

a. a plan's initial investment is at least $1 million;

b. there are at least 100 employees eligible to participate in the plan;

c. all plan transactions are executed through a single omnibus account per AIM Fund and the financial institution or service organization has entered into the appropriate agreement with the distributor; further provided that

d. retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares at NAV based on the aggregate investment made by the plan or the number of eligible employees unless the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code; and

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e. purchases of AIM Opportunities I Fund by all retirement plans are subject to initial sales charges;

- Shareholders of record of Advisor Class shares of AIM International Growth Fund or AIM Worldwide Growth Fund on February 12, 1999 who have continuously owned shares of the AIM Funds;

- Shareholders of record or discretionary advised clients of any investment advisor holding shares of AIM Weingarten Fund or AIM Constellation Fund on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have continuously owned shares having a market value of at least $500 and who purchase additional shares of the same Fund;

- 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;

- A shareholder of a fund that merges or consolidates with an AIM Fund or that sells its assets to an AIM Fund in exchange for shares of an AIM Fund;

- Shareholders of the former GT Global funds as of April 30, 1987 who since that date continually have owned shares of one or more of these funds;

- Certain former AMA Investment Advisers' shareholders who became shareholders of the AIM Global Health Care Fund in October 1989, and who have continuously held shares in the former GT Global funds since that time;

- 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;

- Qualified Tuition Programs created and maintained in accordance with
Section 529 of the Code;

- Insurance company separate accounts;

- a retirement plan established exclusively for the benefit of an individual (specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account) if:

a. such plan is funded by a rollover of assets from an Employer-Sponsored Retirement Plan;

b. the account being funded by such rollover is to be maintained by the same trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof; and

c. the dealer of record with respect to the account being funded by such rollover is the same as the dealer of record with respect to the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof.

- Transfers to IRAs that are attributable to AIM Fund investments held in 403(b)(7)s, SIMPLES, SEPs, SARSEPs, Traditional or Roth IRAs; and

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- Rollovers from AIM-held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an AIM IRA.

In addition, an investor may acquire shares of any of the AIM Funds at net asset value in connection with:

- the reinvestment of dividends and distributions from a Fund;

- exchanges of shares of certain Funds, as more fully described in the Prospectus; or

- 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.

The financial advisor through which you purchase your shares may receive all or a portion of the sales charges and Rule 12b-1 distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, the "ADI Affiliates") may make additional cash payments to financial advisors in connection with the promotion and sale of shares of AIM funds. ADI Affiliates makes these payments from its own resources, from AIM Distributors' retention of underwriting concessions and from payments to AIM Distributors under Rule 12b-1 plans. These additional cash payments are described below. The categories described below are not mutually exclusive. The same financial advisor may receive payments under more than one or all categories. Most financial advisors that sell shares of AIM funds receive one or more types of these cash payments. Financial advisors negotiate the cash payments to be paid on an individual basis. Where services are provided, the costs of providing the services and the overall package of services provided may vary from one financial advisor to another. ADI Affiliates do not make an independent assessment of the cost of providing such services.

In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with AIM.

REVENUE SHARING PAYMENTS. ADI Affiliates makes revenue sharing payments as incentives to certain financial advisors to promote and sell shares of AIM funds. The benefits ADI Affiliates receives when it makes these payments include, among other things, placing AIM funds on the financial advisor's funds sales system, placing AIM funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including AIM funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensates financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. In addition, payments typically apply only to retail sales, and may not apply to other types of sales or assets (such as sales to retirement plans, qualified tuition programs, or fee based advisor programs - some of which may be generate certain other payments described below.)

The revenue sharing payments ADI Affiliates makes may be calculated on sales of shares of AIM funds ("Sales-Based Payments"), in which case the total amount of such payments shall not exceed 0.25% of the public offering price of all shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period.

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Sales-Based Payments primarily create incentives to make new sales of shares of AIM funds and Asset-Based Payments primarily create incentives to retain previously sold shares of AIM funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

ADMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS. ADI Affiliates also may make payments to certain financial advisors that sell AIM Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25% of average annual assets or $19 per annum per shareholder account. ADI Affiliates also may make payments to certain financial advisors that sell AIM Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that AIM may make under this category include, among others, payment of ticket charges per purchase or exchange order placed by a financial advisor, payment of networking fees of up to $12 per shareholder account maintained on certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a financial advisor's mutual fund trading systems.

OTHER CASH PAYMENTS. From time to time, ADI Affiliates, at its expense, may provide additional compensation to financial advisors which sell or arrange for the sale of shares of the Fund. Such compensation provided by ADI Affiliates may include financial assistance to financial advisors that enable ADI Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial advisor-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the NASD. ADI Affiliates makes payments for entertainment events it deems appropriate, subject to ADI Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship.

ADI Affiliates is motivated to make the payments described above since they promote the sale of AIM fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of AIM funds or retain shares of AIM funds in their clients' accounts, ADI Affiliates benefits from the incremental management and other fees paid to ADI Affiliates by the AIM funds with respect to those assets.

In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the AIM funds, as well as about fees and/or commissions it charges.

Purchases of Class B Shares

Class B shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within six years after purchase. See the Prospectus for additional information regarding contingent deferred sales charges. AIM Distributors may pay sales commissions to dealers and institutions who sell Class B shares of the AIM Funds at the time of such sales. Payments will equal 4.00% of the purchase price and will consist of a sales commission equal to 3.75% plus an advance of the first year service fee of 0.25%.

Purchases of Class C Shares

Class C shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within the first year after purchase (no CDSC applies to Class C shares of AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM Short Term Bond Fund). See the Prospectus for additional information regarding this CDSC. AIM Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the AIM Funds (except for Class C shares of AIM Short Term Bond

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Fund) 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.

AIM Distributors may pay dealers and institutions who sell Class C shares of AIM Short Term Bond Fund, an annual fee of 0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a service fee of 0.25% and will commence immediately.

Purchases of Class K Shares

Class K shares are sold at net asset value, and are not subject to an initial sales charge. If AIM Distributors pays a concession to the dealer of record, however, the Class K shares are subject to a 0.70% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the retirement plan's initial purchase.

For purchases of Class K shares, AIM Distributors may make the following payments to dealers of record:

PERCENT OF CUMULATIVE PURCHASE

0.70% of the first $5 million

plus 0.45% of amounts in excess of $5 million

If the dealer of record receives the above payments, the trail commission will be paid out beginning in the 13th month. If no additional fee is paid to financial intermediaries, the trail commission will begin to accrue immediately.

Purchases of Class R Shares

Class R shares are sold at net asset value, and are not subject to an initial sales charge. If AIM Distributors pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the retirement plan's initial purchase. For purchases of Class R shares of Category I or II Funds or AIM Short Term Bond Fund, AIM Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from a retirement plan in which an AIM Fund was offered as an investment option:

PERCENT OF CUMULATIVE PURCHASES

0.75% of the first $5 million

plus 0.50% of amounts in excess of $5 million

With regard to any individual purchase of Class R shares, AIM Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plan's account(s).

Purchases of Investor Class Shares

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Investor Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. AIM Distributors may pay dealers and institutions an annual fee of 0.25% of average daily net assets and such payments will commence immediately.

Purchases of Institutional Class Shares

Institutional Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC.

Exchanges

TERMS AND CONDITIONS OF EXCHANGES. Normally, shares of an AIM Fund to be acquired by exchange are purchased at their net asset value or applicable offering price, as the case may be, determined on the date that such request is received, but under unusual market conditions such purchases may be delayed for up to five business days if it is determined that a fund would be materially disadvantaged by an immediate transfer of the proceeds of the exchange. If a shareholder is exchanging into a fund paying daily dividends, and the release of the exchange proceeds is delayed for the foregoing five-day period, such shareholder will not begin to accrue dividends until the sixth business day after the exchange.

EXCHANGES BY TELEPHONE. AIM Distributors has made arrangements with certain dealers and investment advisory firms to accept telephone instructions to exchange shares between any of the AIM Funds. AIM Distributors reserves the right to impose conditions on dealers or investment advisors who make telephone exchanges of shares of the funds, including the condition that any such dealer or investment advisor enter into an agreement (which contains additional conditions with respect to exchanges of shares) with AIM Distributors. To exchange shares by telephone, a shareholder, dealer or investment advisor who has satisfied the foregoing conditions must call AIS at (800) 959-4246. If a shareholder is unable to reach AIS by telephone, he may also request exchanges by fax, telegraph or use overnight courier services to expedite exchanges by mail, which will be effective on the business day received by AIS as long as such request is received prior to the close of the customary trading session of the New York Stock Exchange ("NYSE"). AIS and AIM Distributors may in certain cases be liable for losses due to unauthorized or fraudulent transactions if they do not follow reasonable procedures for verification of telephone transactions. Such reasonable procedures may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder's Social Security Number and current address, and mailings of confirmations promptly after the transaction.

Redemptions

GENERAL. Shares of the AIM Funds may be redeemed directly through AIM Distributors or through any dealer who has entered into an agreement with AIM Distributors. In addition to the Funds' obligation to redeem shares, AIM Distributors may also repurchase shares as an accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected Dealer Agreements with AIM Distributors must phone orders to the order desk of the Funds at (800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is effected at the net asset value per share of the applicable Fund next determined after the repurchase order is received. Such an arrangement is subject to timely receipt by AIS, the Funds' transfer agent, of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation. While there is no charge imposed by a Fund or by AIM Distributors (other than any applicable contingent deferred sales charge) when shares are redeemed or repurchased, dealers may charge a fair service fee for handling the transaction.

SUSPENSION OF REDEMPTIONS. The right of redemption may be suspended or the date of payment postponed when (a) trading on the NYSE is restricted, as determined by applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an emergency as determined by the SEC

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exists making disposition of portfolio securities or the valuation of the net assets of a Fund not reasonably practicable.

REDEMPTIONS BY TELEPHONE. By signing an account application form, an investor appoints AIS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AIS in the designated account(s), present or future, with full power of substitution in the premises. AIS and AIM Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption. An investor acknowledges by signing the form that he understands and agrees that AIS and AIM Distributors may not be liable for any loss, expense or cost arising out of any telephone redemption requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder's Social Security Number and current address, and mailings of confirmations promptly after the transactions. AIS reserves the right to cease to act as attorney-in-fact subject to this appointment, and AIM Distributors reserves the right to modify or terminate the telephone redemption privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any redemptions must be effected in writing by the investor.

SYSTEMATIC REDEMPTION PLAN. A Systematic Redemption Plan permits a shareholder of an AIM Fund to withdraw on a regular basis at least $50 per withdrawal. Under a Systematic Redemption Plan, all shares are to be held by AIS and all dividends and distributions are reinvested in shares of the applicable AIM Fund by AIS. To provide funds for payments made under the Systematic Redemption Plan, AIS redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption.

Payments under a Systematic Redemption Plan constitute taxable events. Since such payments are funded by the redemption of shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income. Because sales charges are imposed on additional purchases of shares (other than Class B, Class C or Class R shares of the Funds), it is disadvantageous to effect such purchases while a Systematic Redemption Plan is in effect.

Each AIM Fund bears its share of the cost of operating the Systematic Redemption Plan.

Contingent Deferred Sales Charges Imposed upon Redemption of Shares

A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I and II Funds and AIM Short Term Bond Fund, or upon the redemption of Class B shares or Class C shares (no CDSC applies to Class C shares of AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM Short Term Bond Fund) and, in certain circumstances, upon the redemption of Class K or Class R shares. See the Prospectus for additional information regarding CDSCs.

CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR LARGE PURCHASES OF CLASS A SHARES. An investor who has made a Large Purchase of Class A shares of a Category I, II, III Fund or AIM Short Term Bond Fund will not be subject to a CDSC upon the redemption of those shares in the following situations:

- Redemptions of shares of Category I or II Funds or AIM Short Term Bond Fund held more than 18 months;

- Redemptions of shares of Category III Funds purchased prior to November 15, 2001 or after October 30, 2002;

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- Redemptions of shares of Category III Funds purchased on or after November 15, 2001 and through October 30, 2002 and held for more than 12 months;

- Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class A shares of an AIM Fund for at least 12 months, or (ii) the redemption is not a complete redemption of shares held by the plan;

- Redemptions from private foundations or endowment funds;

- Redemptions of shares by the investor where the investor's dealer waives the amounts otherwise payable to it by the distributor and notifies the distributor prior to the time of investment;

- Redemptions of shares of Category I, II or III Funds, AIM Cash Reserve Shares of AIM Money Market Fund or AIM Short Term Bond Fund acquired by exchange from Class A shares of a Category I or II Fund or AIM Short Term Bond Fund, unless the shares acquired by exchange (on or after November 15, 2001 and through October 30, 2002 with respect to Category III Funds) are redeemed within 18 months of the original purchase of the exchange of Category I or II Fund or AIM Short Term Bond Fund shares;

- 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;

- Redemptions of shares of Category I or II Funds or AIM Short Term Bond Fund acquired by exchange from Class A shares of a Category III Fund purchased on and after November 15, 2001 and through October 30, 2002, unless the shares acquired by exchange are redeemed within 18 months of the original purchase of the exchanged Category III Fund shares;

- 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 on and after November 15, 2001 and through October 30, 2002, unless the shares acquired by exchange are redeemed within 12 months of the original purchase of the exchanged Category III Fund shares;

- Redemptions of shares of Category I or II Funds or AIM Short Term Bond Fund 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 or AIM Short Term Bond Fund, unless the Category I or II Fund or AIM Short Term Bond Fund shares acquired by exchange are redeemed within 18 months of the original purchase of the exchanged Category I or II Funds or AIM Short Term Bond Fund shares;

- Redemptions of Category I or II Funds or AIM Short Term Bond Fund by retirement plan participants resulting from a total redemption of the plan assets that occurs more than one year from the date of the plan's initial purchase; and

- Redemptions of shares of Category I or II Funds or AIM Short Term Bond Fund held by an Investor Class shareholder.

CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR CLASS B AND C SHARES. Investors who purchased former GT Global funds Class B shares before June 1, 1998 are subject to the following waivers from the CDSC otherwise due upon redemption:

- Total or partial redemptions resulting from a distribution following retirement in the case of a tax-qualified employer-sponsored retirement;

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- Minimum required distributions made in connection with an IRA, Keogh Plan or custodial account under Section 403(b) of the Code or other retirement plan following attainment of age 70 1/2;

- Redemptions pursuant to distributions from a tax-qualified employer-sponsored retirement plan, which is invested in the former GT Global funds, which are permitted to be made without penalty pursuant to the Code, other than tax-free rollovers or transfers of assets, and the proceeds of which are reinvested in the former GT Global funds;

- Redemptions made in connection with participant-directed exchanges between options in an employer-sponsored benefit plan;

- Redemptions made for the purpose of providing cash to fund a loan to a participant in a tax-qualified retirement plan;

- Redemptions made in connection with a distribution from any retirement plan or account that is permitted in accordance with the provisions of Section 72(t)(2) of the Code, and the regulations promulgated thereunder;

- Redemptions made in connection with a distribution from a qualified profit-sharing or stock bonus plan described in Section 401(k) of the Code to a participant or beneficiary under Section 401(k)(2)(B)(IV) of the Code upon hardship of the covered employee (determined pursuant to Treasury Regulation Section 1.401(k)-1(d)(2)); and

- Redemptions made by or for the benefit of certain states, counties or cities, or any instrumentalities, departments or authorities thereof where such entities are prohibited or limited by applicable law from paying a sales charge or commission.

CDSCs will not apply to the following redemptions of Class B or Class C shares, as applicable:

- Additional purchases of Class C shares of AIM International Core Equity Fund and AIM Real Estate Fund by shareholders of record on April 30, 1995, of AIM International Value Fund, predecessor to AIM International Core Equity Fund, and AIM Real Estate Fund, except that shareholders whose broker-dealers maintain a single omnibus account with AIS on behalf of those shareholders, perform sub-accounting functions with respect to those shareholders, and are unable to segregate shareholders of record prior to April 30, 1995, from shareholders whose accounts were opened after that date will be subject to a CDSC on all purchases made after March 1, 1996;

- Redemptions following the death or post-purchase disability of (1) any registered shareholders on an account or (2) a settlor of a living trust, of shares held in the account at the time of death or initial determination of post-purchase disability;

- Certain distributions from individual retirement accounts, Section 403(b) retirement plans, Section 457 deferred compensation plans and
Section 401 qualified plans, where redemptions result from (i) required minimum distributions to plan participants or beneficiaries who are age 70 1/2 or older, and only with respect to that portion of such distributions that does not exceed 12% annually of the participant's or beneficiary's account value in a particular 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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- Amounts from a Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis, at the time the withdrawal plan is established, provided the investor reinvests his dividends;

- Liquidation by the AIM Fund when the account value falls below the minimum required account size of $500; and

- Investment account(s) of AIM.

CDSCs will not apply to the following redemptions of Class C shares:

- A total or partial redemption of shares where the investor's dealer of record notified the distributor prior to the time of investment that the dealer would waive the upfront payment otherwise payable to him;

- A total or partial redemption which is necessary to fund a distribution requested by a participant in a retirement plan maintained pursuant to Section 401, 403, or 457 of the Code;

- Redemptions of Class C shares of a Fund other than AIM Short Term Bond Fund if you received such Class C shares by exchanging Class C shares of AIM Short Term Bond Fund; and

- Redemptions of Class C shares of AIM Short Term Bond Fund unless you received such Class C shares by exchanging Class C shares of another Fund and the original purchase was subject to a CDSC.

CDSCs will not apply to the following redemptions of Class K shares:

- Class K shares where the retirement plan's dealer of record notifies the distributor prior to the time of investment that the dealer waives the upfront payment otherwise payable to him.

CDSCs will not apply to the following redemptions of Class R shares:

- Class R shares where the retirement plan's dealer of record notifies the distributor prior to the time of investment that the dealer waives the upfront payment otherwise payable to him; and

- Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class R shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class R shares held by the plan.

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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 AIS with all required information and documentation, including signature guarantees when required. In addition, if a purchase of shares is made by check, the check must be received in good order. This means that the check must be properly completed and signed, and legible to AIS in its sole discretion.

AUTHORIZED AGENTS. AIS and AIM Distributors may authorize agents to accept purchase and redemption orders that are in good form on behalf of the AIM Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund's behalf. The Fund will be deemed to have received the purchase or redemption order when the Fund's authorized agent or its designee accepts the order. The order will be priced at the net asset value next determined after the order is accepted by the Fund's authorized agent or its designee.

TIMING OF PURCHASE ORDERS. It is the responsibility of the dealer or other financial intermediary to ensure that all orders are transmitted on a timely basis to AIS. Any loss resulting from the failure of the dealer or financial intermediary to submit an order within the prescribed time frame will be borne by that dealer or financial intermediary. 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 AIS's current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. AIS will also accept signatures with either: (1) a signature guaranteed with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE Medallion Signature Program, provided that in either event, the amount of 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 AIS.

TRANSACTIONS BY TELEPHONE. By signing an account application form, an investor appoints AIS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AIS in the designated account(s), or in any other account with any of the AIM Funds, present or future, which has the identical registration as the designated account(s), with full power of substitution in the premises. AIS and AIM Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption proceeds to be applied to purchase shares in any one or more of the AIM Funds, provided that such fund is available for sale and provided that the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. An investor acknowledges by signing the form that he understands and agrees that AIS and AIM Distributors may not be liable for any loss, expense or cost arising out of any telephone exchange requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six

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months), requests for confirmation of the shareholder's Social Security Number and current address, and mailings of confirmations promptly after the transactions. AIS reserves the right to modify or terminate the telephone exchange privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any exchanges must be effected in writing by the investor.

INTERNET TRANSACTIONS. An investor may effect transactions in his account through the internet by establishing a Personal Identification Number (PIN). By establishing a PIN, the investor acknowledges and agrees that neither AIS nor AIM Distributors will be liable for any loss, expense or cost arising out of any internet transaction effected by them in accordance with any instructions submitted by a user who transmits the PIN as authentication of his or her identity. Procedures for verification of internet transactions include requests for confirmation of the shareholder's personal identification number and mailing of confirmations promptly after the transactions. The investor also acknowledges that the ability to effect internet transactions may be terminated at any time by the AIM Funds.

ABANDONED PROPERTY. It is the responsibility of the investor to ensure that AIS maintains a correct address for his account(s). An incorrect address may cause an investor's account statements and other mailings to be returned to AIS. Upon receiving returned mail, AIS will attempt to locate the investor or rightful owner of the account. If unsuccessful, AIS will retain a shareholder locator service with a national information database to conduct periodic searches for the investor. If the search firm is unable to locate the investor, the search firm will determine whether the investor's account has legally been abandoned. AIS is legally obligated to escheat (or transfer) abandoned property to the appropriate state's unclaimed property administrator in accordance with statutory requirements. The investor's last known address of record determines which state has jurisdiction.

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, 2004, AIM Basic Value Fund - Class A shares had a net asset value per share of $32.34. The offering price, assuming an initial sales charge of 5.50%, therefore was $34.31.

Calculation of Net Asset Value

Each Fund determines its net asset value per share once daily as of the close of the customary trading session of the NYSE (generally 4:00 p.m. Eastern time) on each business day of the Fund. In the event the NYSE closes early (i.e., before 4:00 p.m. Eastern time) on a particular day, each Fund determines its net asset value per share as of the close of the NYSE on such day. For purposes of determining net asset value per share, futures and option contracts generally will be valued 15 minutes after the close of the customary trading session of the NYSE. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and the ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. The Funds determine net asset value per share by dividing the value of a Fund's securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of a Fund's net asset value per share is made in accordance with generally accepted accounting principles. The net asset value for shareholder transactions may be different than the net asset value reported in the Fund's financial statement due to adjustments required by generally accepted accounting principles made to the net assets of the Fund at period end.

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Each equity security (excluding convertible bonds) held by a Fund is valued at its last sales price on the exchange where the security is principally traded or, lacking any sales on a particular day, the security is valued at the closing bid price on that day. Each equity security traded in the over-the-counter market (but not including securities reported on the NASDAQ National Market System) is valued on the basis of prices furnished by independent pricing vendors or market makers. Each security reported on the NASDAQ National Market System is valued at the NASDAQ Official Closing Price ("NOCP") or absent a NOCP, at the closing bid price on that day. Debt securities (including convertible bonds) are fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data.

Securities for which market prices are not provided by any of the above methods are valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and in the case of debt obligations, the mean between the last bid and ask prices. Securities for which market quotations are not readily available, including situations where market quotations are unreliable, are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in accordance with procedures approved by the Board. Short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day at various times prior to the close of the customary trading session of the NYSE. The values of such securities used in computing the net asset value of a Fund's shares are determined at such times. Occasionally, events affecting the values of such securities may occur between the times at which such values are determined and the close of the customary trading session of the NYSE. If AIM believes a development/event has actually caused a closing price to no longer reflect current market value, the closing price may be adjusted to reflect the fair value of the affected security as of the close of the NYSE as determined in good faith using procedures approved by the Board.

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Trading in certain foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of each Fund's shares are determined as of the close of the respective markets. Events affecting the values of such foreign securities may occur between the times at which the particular foreign market closes and the close of the customary trading session of the NYSE. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. Issuer specific events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Multiple factors may be considered by the pricing vendor in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs, domestic and foreign index futures, and exchange-traded funds.

Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Fund. Because the net asset value per share of each Fund is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may be significantly affected on days when an investor cannot exchange or redeem shares of the Fund.

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REDEMPTIONS IN KIND

Although the Funds generally intend to pay redemption proceeds solely in cash, the Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). For instance, a Fund may make a redemption in kind if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Funds, has made an election under Rule 18f-1 under the 1940 Act (a "Rule 18f-1 Election"), and therefore, the Trust, on behalf of a Fund, is obligated to redeem for cash all shares presented to such Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Fund's net assets in any 90-day period. The Rule 18f-1 Election is irrevocable while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such Rule 18f-1 Election.

BACKUP WITHHOLDING

Accounts submitted without a correct, certified taxpayer identification number or, alternatively, a 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 28% 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.

An investor is subject to backup withholding if:

1. the investor fails to furnish a correct TIN to the Fund;

2. the IRS notifies the Fund that the investor furnished an incorrect TIN;

3. the investor or the Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investor's tax return (for reportable interest and dividends only);

4. the investor fails to certify to the Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or

5. the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983.

Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds 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 AIS 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.

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NONRESIDENT ALIENS - Nonresident alien individuals and foreign entities are not subject to the backup withholding previously discussed, but must certify their foreign status by attaching IRS Form W-8 to their application. Form W-8 generally remains in effect for a period starting on the date the Form is signed and ending on the last day of the third succeeding calendar year. Such shareholders may, however, be subject to federal income tax withholding at a 30% rate on ordinary income dividends and other distributions. Under applicable treaty law, residents of treaty countries may qualify for a reduced rate of withholding or a withholding exemption.

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS

DIVIDENDS AND DISTRIBUTIONS

It is the present policy of each Fund, except AIM Income Allocation Fund, to declare and pay annually net investment income dividends and capital gain distributions. The AIM Income Allocation Fund will declare and pay dividends quarterly and capital gains annually. It is each Fund's intention to distribute substantially all of its net investment income and realized net capital gain. In determining the amount of capital gains, if any, available for distribution, capital gains will generally 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 shares of another AIM Fund, subject to the terms and conditions set forth in the Prospectus under the caption "Special Plans - Automatic Dividend Investment". Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date. If a shareholder's account does not have any shares in it on a dividend or capital gain distribution payment date, the dividend or distribution will be paid in cash whether or not the shareholder has elected to have such dividends or distributions reinvested.

Dividends on Class B 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. Dividends on Class R shares may be lower than those for Class A shares, depending on whether the Class R shares pay higher distribution fees than those for Class A shares. Other class-specific expenses may also affect dividends on shares of those classes. Expenses attributable to a particular class ("Class Expenses") include distribution plan expenses, which must be allocated to the class for which they are incurred. Other expenses may be allocated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Code.

TAX MATTERS

The following is only a summary of certain additional tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of each Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY. Each Fund has elected to be taxed under Subchapter M of the Code as a regulated investment company and intends to maintain its qualification as such in each of its taxable years. As a regulated investment company, each Fund is not subject to federal income tax on the portion of its net investment income (i.e., taxable interest, dividends and other taxable ordinary income, net of expenses) and capital gain net income (i.e., the excess of capital gains over capital losses) that it distributes to shareholders, provided that it distributes an amount equal to (i) at least 90% of its investment company taxable income (i.e., net investment income, net foreign currency ordinary gain or loss and the excess of net short-term capital gain over net long-term capital loss) and (ii) at least 90% of the excess of its tax-exempt interest income under Code Section 103(a) over its deductions disallowed under Code Sections 265 and 171(a)(2) for the taxable year (the "Distribution Requirement"), and satisfies certain other requirements of the Code that are described below.

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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 gain of the taxable year and can therefore satisfy the Distribution Requirement.

Treasury regulations permit a regulated investment company, in determining its investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) for any taxable year, to elect (unless it has made a taxable year election for excise tax purposes as discussed below) to treat all or part of any net capital loss, any net long-term capital loss or any net foreign currency loss incurred after October 31 as if it had been incurred in the succeeding year.

Each Fund may use "equalization accounting" in determining the portion of its net investment income and capital gain net income that has been distributed. A Fund that elects to use equalization accounting will allocate a portion of its realized investment income and capital gain to redemptions of Fund shares and will reduce the amount of such income and gain that it distributes in cash. However, each Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. The 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, securities or foreign currencies (to the extent such currency gain is directly related to the regulated investment company's principal business of investing in stock or securities), other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and (for Fund taxable years beginning after October 22, 2004) net income derived from certain publicly traded partnerships (the "Income Requirement"). Under certain circumstances, a Fund may be required to sell portfolio holdings to meet this requirement.

In addition to satisfying the requirements described above, each Fund must satisfy an asset diversification test in order to qualify as a regulated investment company (the "Asset Diversification Test"). Under this test, at the close of each quarter of each Fund's taxable year, at least 50% of the value of the Fund's assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers, as to which the Fund has not invested more than 5% of the value of the Fund's total assets in securities of such issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of such issuer, and no more than 25% of the value of its total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses or of certain publicly traded partnerships (for Fund taxable years beginning after October 22, 2004).

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

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forward foreign currency exchange contracts, of options on foreign currencies, or of foreign currency futures and related options. It has been suggested that the issuer in each case may be the foreign central bank or the foreign government backing the particular currency. Due to this uncertainty and because the Funds may not rely on informal rulings of the IRS, the Funds may find it necessary to seek a ruling from the IRS as to the application of the Asset Diversification Test to certain of the foregoing types of financial instruments or to limit its holdings of some or all such instruments in order to stay within the limits of such test.

Under an IRS revenue procedure, a Fund may treat its position as lender under a repurchase agreement as a U.S. Government security for purposes of the Asset Diversification where the repurchase agreement is fully collateralized (under applicable SEC standards) with securities that constitute U.S. Government securities.

If for any taxable year a Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) 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 and will be included in the qualified dividend income of noncorporate shareholders. See "Fund Distributions" below.

Asset Allocation Funds

An Asset Allocation Fund will invest its assets in shares of the Underlying Funds, cash and money market instruments. Accordingly, an Asset Allocation Fund's income will consist of distributions from the Underlying Funds, net gains realized from the disposition of Underlying Fund shares and interest. If an Underlying Fund qualifies for treatment as a RIC under the Code
- each has done so for its past taxable years and intends to continue to do so for its current and future taxable years - (1) dividends paid to an Asset Allocation Fund from the Underlying Fund's investment company taxable income (which may include net gains from certain foreign currency transactions and net short-term capital gains) will be taxable to an Asset Allocation Fund as ordinary income, (2) dividends paid to an Asset Allocation Fund that an Underlying Fund designates as capital gain dividends (as discussed below) will be taxable to an Asset Allocation Fund as long-term capital gain, (3) dividends paid to an Asset Allocation Fund that an Underlying Fund designates as qualifying dividends from domestic corporations (as discussed below) will be treated as dividends eligible for the dividends received deduction and (4) dividends paid to an Asset Allocation Fund that an Underlying Fund designates as qualified dividend income (as discussed below) will be treated by the Asset Allocation Fund as qualifying dividends taxable at a maximum rate of 15% to individuals and other noncorporate taxpayers. If shares of an Underlying Fund are purchased within 30 days before or after redeeming at a loss other shares of that Underlying Fund (whether pursuant to a rebalancing of an Asset Allocation Fund's portfolio or otherwise), all or a part of the loss will not be deductible by an Asset Allocation Fund and instead will increase its basis for the newly purchased shares.

Although an Underlying Fund will be eligible to elect to "pass-through" to its shareholders (including an Asset Allocation Fund) the benefit of the foreign tax credit if more than 50% in the value of its total assets at the close of any taxable year consists of securities of foreign corporations, an Asset Allocation Fund will not qualify to pass that benefit through to its shareholders because of its inability to satisfy the asset test. Accordingly, an Asset Allocation Fund will deduct the amount of any foreign taxes passed through by an Underlying Fund in determining its investment company taxable income.

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

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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. In certain cases, a Fund may make an election to treat such gain or loss as capital.

Certain hedging transactions that may be engaged in by certain of the Funds (such as short sales "against the box") may be subject to special tax treatment as "constructive sales" under Section 1259 of the Code if a Fund holds certain "appreciated financial positions" (defined generally as any interest (including a futures or forward contract, short sale or option) with respect to stock, certain debt instruments, or partnership interests if there would be a gain were such interest sold, assigned, or otherwise terminated at its fair market value). Upon entering into a constructive sales transaction with respect to an appreciated financial position, a Fund will generally be deemed to have constructively sold such appreciated financial position and will recognize gain as if such position were sold, assigned, or otherwise terminated at its fair market value on the date of such constructive sale (and will take into account any gain for the taxable year which includes such date).

Some of the forward foreign currency exchange contracts, options and futures contracts that certain of the Funds may enter into will be subject to special tax treatment as "Section 1256 contracts." Section 1256 contracts that a Fund holds are treated as if they are sold for their fair market value on the last business day of the taxable year, regardless of whether a taxpayer's obligations (or rights) under such contracts have terminated (by delivery, exercise, entering into a closing transaction or otherwise) as of such date. Any gain or loss recognized as a consequence of the year-end deemed disposition of
Section 1256 contracts is combined with any other gain or loss that was previously recognized upon the termination of Section 1256 contracts during that taxable year. The net amount of such gain or loss for the entire taxable year (including gain or loss arising as a consequence of the year-end deemed sale of such contracts) is deemed to be 60% long-term and 40% short-term gain or loss. However, in the case of Section 1256 contracts that are forward foreign currency exchange contracts, the net gain or loss is separately determined and (as discussed above) generally treated as ordinary income or loss. If such a future or option is held as an offsetting position and can be considered a straddle under Section 1092 of the Code, such a straddle will constitute a mixed straddle. A mixed straddle will be subject to both Section 1256 and Section 1092 unless certain elections are made by the Fund.

Other hedging transactions in which the Funds may engage may result in "straddles" or "conversion transactions" for U.S. federal income tax purposes. The straddle and conversion transaction rules may affect the character of gains (or in the case of the straddle rules, losses) realized by the Funds. In addition, losses realized by the Funds on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. Because only a few regulations implementing the straddle rules and the conversion transaction rules have been promulgated, the tax consequences to the Funds of hedging transactions are not entirely clear. The hedging transactions may increase the amount of short-term capital gain realized by the Funds (and, if they are conversion transactions, the amount of ordinary income) which is taxed as ordinary income when distributed to shareholders.

Because application of any of the foregoing rules governing Section 1256 contracts, constructive sales, straddle and conversion transactions may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected investment or straddle positions, the taxable income of a Fund may exceed or be less than its book income. Accordingly, the amount which must be distributed to shareholders and which will be taxed to shareholders as ordinary income , qualified dividend income or long-term capital gain may also differ from the book income of the Fund and may be increased or decreased as compared to a fund that did not engage in such transactions.

THE FUNDS MAY ENTER INTO NOTIONAL PRINCIPAL CONTRACTS, INCLUDING INTEREST RATE SWAPS, CAPS, FLOORS AND COLLARS. UNDER TREASURY REGULATIONS, IN GENERAL, THE NET INCOME OR DEDUCTION FROM A NOTIONAL PRINCIPAL CONTRACT FOR A TAXABLE YEAR IS INCLUDED IN OR DEDUCTED FROM GROSS INCOME FOR THAT TAXABLE YEAR. THE NET INCOME OR DEDUCTION FROM A NOTIONAL PRINCIPAL CONTRACT FOR A TAXABLE YEAR EQUALS THE

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TOTAL OF ALL OF THE PERIODIC PAYMENTS (GENERALLY, PAYMENTS THAT ARE PAYABLE OR RECEIVABLE AT FIXED PERIODIC INTERVALS OF ONE YEAR OR LESS DURING THE ENTIRE TERM OF THE CONTRACT) THAT ARE RECOGNIZED FROM THAT CONTRACT FOR THE TAXABLE YEAR AND ALL OF THE NON-PERIODIC PAYMENTS (INCLUDING PREMIUMS FOR CAPS, FLOORS, AND COLLARS), EVEN IF PAID IN PERIODIC INSTALLMENTS, THAT ARE RECOGNIZED FROM THAT CONTRACT FOR THE TAXABLE YEAR. A PERIODIC PAYMENT IS RECOGNIZED RATABLY OVER THE PERIOD TO WHICH IT RELATES. IN GENERAL, A NON-PERIODIC PAYMENT MUST BE RECOGNIZED OVER THE TERM OF THE NOTIONAL PRINCIPAL CONTRACT IN A MANNER THAT REFLECTS THE ECONOMIC SUBSTANCE OF THE CONTRACT. A NON-PERIODIC PAYMENT THAT RELATES TO AN INTEREST RATE SWAP, CAP, FLOOR OR COLLAR SHALL BE RECOGNIZED OVER THE TERM OF THE CONTRACT BY ALLOCATING IT IN ACCORDANCE WITH THE VALUES OF A SERIES OF CASH-SETTLED FORWARD OR OPTION CONTRACTS THAT REFLECT THE SPECIFIED INDEX AND NOTIONAL PRINCIPAL AMOUNT UPON WHICH THE NOTIONAL PRINCIPAL CONTRACT IS BASED (OR, IN THE CASE OF A SWAP OR OF A CAP OR FLOOR THAT HEDGES A DEBT INSTRUMENT, UNDER ALTERNATIVE METHODS CONTAINED IN THE REGULATIONS AND, IN THE CASE OF OTHER NOTIONAL PRINCIPAL CONTRACTS, UNDER ALTERNATIVE METHODS THAT THE IRS MAY PROVIDE IN A REVENUE PROCEDURE.

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 (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. The Funds are permitted to invest in foreign equity securities and thus may invest in stocks of foreign companies that are classified under the Code as passive foreign investment companies ("PFICs"). In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income.

The application of the PFIC rules may affect, among other things, the character of gain, the amount of gain or loss and the timing of the recognition and character of income with respect to PFIC stock, as well as subject the Funds themselves to tax on certain income from PFIC stock. For these reasons the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock.

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

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ordinary income and treated as dividends for federal income tax purposes, but they will qualify for the 70% dividends received deduction for corporations and as qualified dividend income for individuals and other noncorporate taxpayers 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 (currently taxable at a maximum rate of 15% 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.

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.

Ordinary income dividends paid by a Fund to individuals and other noncorporate taxpayers will be treated as qualified dividend income that is subject to tax at a maximum rate of 15% to the extent of the amount of qualifying dividends received by the Fund from domestic corporations and from foreign corporations that are either incorporated in a possession of the United States, or are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program. In addition, qualifying dividends include dividends paid with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. However, dividends received by the Fund from foreign personal holding companies, foreign investment companies or PFICs are not qualifying dividends. If the qualifying dividend income received by a Fund is equal to 95% (or a greater percentage) of the Fund's gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.

Alternative minimum tax ("AMT") is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayer's alternative minimum taxable income ("AMTI") over an exemption amount. However, the AMT on capital gain dividends and qualified dividend income paid by a Fund to a noncorporate shareholder may not exceed a maximum rate of 15%. The 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 dividends 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 are not made from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's tax basis in his shares; any excess will be treated as gain from the sale of his shares.

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Distributions by a Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the ex-dividend date.

Ordinarily, shareholders are required to take distributions by a Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.

If the net asset value of shares is reduced below a shareholder's cost as a result of a distribution by a Fund, such distribution generally will be taxable even though it represents a return of invested capital. Investors should be careful to consider the tax implications of buying shares of a Fund just prior to a distribution. The price of shares purchased at this time may reflect the amount of the forthcoming distribution. Those purchasing just prior to a distribution will receive a distribution which generally will be taxable to them.

SALE OR REDEMPTION OF SHARES. A shareholder will recognize gain or loss on the sale or redemption of shares of a Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder's adjusted tax basis in the shares. All or a portion of any loss so recognized may be deferred under the wash sale rules if the shareholder purchases other shares of the Fund within 30 days before or after the sale or redemption. In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of a Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Currently, any long-term capital gain recognized by a non-corporate shareholder will be subject to tax at a maximum rate of 15%. However, any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.

If a shareholder (a) incurs a sales load in acquiring shares of a Fund,
(b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another fund at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.

BACKUP WITHHOLDING. The Funds may be required to withhold 28% of taxable distributions and/or redemption payments. For more information refer to "Purchase, Redemption and Pricing of Shares - Backup Withholding".

FOREIGN SHAREHOLDERS. Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership ("foreign shareholder"), depends on whether the income from a Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, distributions (other than distributions of long-term and short-term capital gain and of certain types of interest income) 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

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of shares of a Fund, capital gain dividends and amounts retained by a Fund that are designated as undistributed net capital gain.

As a consequence of the enactment of the American Jobs Creation Act of 2004, such a foreign shareholder will also generally be exempt from U.S. federal income tax on distributions that a Fund designates as "short-term capital gain dividends" or as "interest-related dividends" for Fund taxable years beginning after December 31, 2004 and before January 1, 2008. The aggregate amount that may be designated as short-term capital gain dividends for a Fund's taxable year is equal to the excess (if any) of the Fund's net short-term capital gain (including short-term capital gain dividends received from another regulated investment company) over its net long-term capital loss. The aggregate amount designated as interest-related dividends for any Fund taxable year is generally limited to the excess of the amount of "qualified interest income" of the Fund over allocable expenses. Qualified interest income is generally equal to the sum of a Fund's U.S.-source income that constitutes (1) bank deposit interest; (2) short-term original issue discount that is exempt from withholding tax; (3) interest on a debt obligation which is in registered form, unless it is earned on a debt obligation issued by a corporation or partnership in which the Fund holds a 10-percent ownership interest or its payment is contingent on certain events; and (4) interest-related dividends received from another regulated investment company. An Asset Allocation Fund may designate distributions out of short-term capital gain dividends and interest-related dividends received from an Underlying Fund as short-term capital gain dividends and interest-related dividends paid to its own shareholders.

If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends, short-term capital gain dividends, interest-related dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations.

In the case of foreign non-corporate shareholders, a Fund may be required to withhold U.S. federal income tax at a rate of 28% on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Fund with proper notification of their foreign status.

Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from the Foreign Tax Election, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.

Foreign persons who file a United States tax return to obtain a U.S. tax refund and who are not eligible to obtain a social security number must apply to the IRS for an individual taxpayer identification number, using IRS Form W-7. For a copy of the IRS Form W-7 and accompanying instructions, please contact your tax adviser or the IRS.

Transfers by gift of shares of a Fund by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exception applies. In the absence of a treaty, there is a $13,000 statutory estate tax credit. Estates of decedents dying after December 31, 2004 and before January 1, 2008 will be able to exempt from federal estate tax the proportion of the value of a Fund's shares attributable to "qualifying assets" held by the Fund at the end of the quarter immediately preceding the decedent's death (or such other time as the Internal Revenue Service may designate in regulations). Qualifying assets include bank deposits and other debt obligations that pay interest or accrue original issue discount that is exempt from withholding tax, debt obligations of a domestic corporation that are treated as giving rise to foreign source income, and other investments that are not treated for tax purposes as being within the United States. Shareholders will be advised annually of the portion of a Fund's assets that constituted qualifying assets at the end of each quarter of its taxable year.

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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 tax 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, and the portion of foreign source income consisting of qualified dividend income is reduced by approximately 57% to account for the tax rate differential. Individuals who have no more than $300 ($600 for married persons filing jointly) of creditable foreign tax included on Form 1099 and whose foreign source income is all "qualified passive income" may elect each year to be exempt from the foreign tax credit limitation and will be able to claim a foreign tax credit without filing Form 1116 with its corresponding requirement to report income and tax by country. Moreover, no foreign tax credit will be allowable to any shareholder who has not held his shares of the Fund for at least 16 days during the 30-day period beginning 15 days before the day such shares become ex-dividend with respect to any Fund distribution to which foreign income taxes are attributed (taking into account certain holding period reduction requirements of the Code). Because of these limitations, shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by a Fund.

EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS. The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on August 7, 2005. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein.

Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder's particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisers as to the consequences of these and other state and local tax rules affecting investment in the Funds.

DISTRIBUTION OF SECURITIES

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DISTRIBUTION PLANS

The Trust has adopted distribution plans pursuant to Rule 12b-1 under the 1940 Act with respect to each Fund's Class A shares, Class B shares, Class C shares and Class R shares, if applicable (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 the applicable class.

FUND                                          CLASS A    CLASS B   CLASS C    CLASS R
----                                          -------    -------   -------    -------
AIM Basic Value Fund                           0.25%      1.00%     1.00%       0.50%
AIM Conservative Allocation Fund               0.25       1.00      1.00        0.50
AIM Global Equity Fund                         0.25       1.00      1.00        0.50
AIM Growth Allocation Fund                     0.25       1.00      1.00        0.50
AIM Income Allocation Fund                     0.25       1.00      1.00        0.50
AIM International Allocation Fund              0.25       1.00      1.00        0.50
AIM Mid Cap Core Equity Fund                   0.25       1.00      1.00        0.50
AIM Moderate Allocation Fund                   0.25       1.00      1.00        0.50
AIM Moderate Growth Allocation Fund            0.25       1.00      1.00        0.50
AIM Moderately Conservative Allocation Fund    0.25       1.00      1.00        0.50
AIM Small Cap Growth Fund                      0.25       1.00      1.00        0.50

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 Class A, Class B, Class C and Class R 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 allocated share of expenses AIM Distributors may incur in fulfilling its obligations under these Plans. Thus, even if AIM Distributors' actual allocated share of expenses exceeds the fee payable to AIM Distributors at any given time, under these Plans, the Funds will not be obligated to pay more than that fee. If AIM Distributors' actual allocated share of expenses is less than the fee it receives, under these Plans, AIM Distributors will retain the full amount of the fee.

AIM Distributors may from time to time waive or reduce any portion of its 12b-1 fee for Class A shares, Class C shares or Class R shares. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, AIM Distributors will retain its ability to be reimbursed for such fee prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Funds' detriment during the period stated in the agreement between AIM Distributors and the Fund.

The Funds may pay a service fee of 0.25% of the average daily net assets of the Class A, Class B, Class C or Class R shares attributable to the customers of selected dealers and financial institutions to such 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.

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AIM Distributors may pay dealers and institutions who sell Class R shares an annual fee of 0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a service fee of 0.25% and will commence either on the thirteenth month after the first purchase, on accounts on which a dealer concession was paid, or immediately, on accounts on which a dealer concession was not paid. If AIM Distributors pays a dealer concession, it will retain all payments received by it relating to Class R shares for the first year after they are purchased. AIM Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class R shares which are attributable to shareholders for whom the dealers and institutions are designated as dealers of record.

Under a Shareholder Service Agreement, a Fund agrees to pay periodically fees to selected dealers and other institutions who render the foregoing services to their customers. The fees payable under a Shareholder Service Agreement will be calculated at the end of each payment period for each business day of the Funds during such period at the annual rate specified in each agreement based on the average daily net asset value of the Funds' shares purchased or acquired through exchange. Fees shall be paid only to those selected dealers or other institutions who are dealers or institutions of record at the close of business on the last business day of the applicable payment period for the account in which such Fund's shares are held.

Selected dealers and other institutions entitled to receive compensation for selling Fund shares may receive different compensation for selling shares of one particular class over another. Under the Plans, certain financial institutions which have entered into service agreements and which sell shares of the Funds on an agency basis, may receive payments from the Funds pursuant to the respective Plans. AIM Distributors does not act as principal, but rather as agent for the Funds, in making dealer incentive and shareholder servicing payments to dealers and other financial institutions under the Plans. These payments are an obligation of the Funds and not of AIM Distributors.

Payments pursuant to the Plans are subject to any applicable limitations imposed by rules of the National Association of Securities Dealers, Inc. ("NASD").

See Appendix L 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, 2004 and Appendix M 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, 2004.

As required by Rule 12b-1, the Plans and related forms of Shareholder Service Agreements were approved by the Board, including a majority of the trustees who are not "interested persons" (as defined in the 1940 Act) of the Trust and who have no direct or indirect financial interest in the operation of the Plans or in any agreements related to the Plans (the "Rule 12b-1 Trustees"). In approving the Plans in accordance with the requirements of Rule 12b-1, the trustees considered various factors and determined that there is a reasonable likelihood that the Plans would benefit each class of the Funds and its respective shareholders.

The anticipated benefits that may result from the Plans with respect to each Fund and/or the classes of each Fund and its shareholders include but are not limited to the following: (1) rapid account access; (2) relatively predictable flow of cash; and (3) a well-developed, dependable network of shareholder service agents to help to curb sharp fluctuations in rates of redemptions and sales, thereby reducing the chance that an unanticipated increase in net redemptions could adversely affect the performance of each Fund.

Unless terminated earlier in accordance with their terms, the Plans continue from year to year as long as such continuance is specifically approved, in person, at least annually by the Board, including a majority of the Rule 12b-1 Trustees. A Plan may be terminated as to any Fund or class by the vote of a majority of the Rule 12b-1 Trustees or, with respect to a particular class, by the vote of a majority of the outstanding voting securities of that class.

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Any change in the Plans that would increase materially the distribution expenses paid by the applicable class requires shareholder approval; otherwise, the Plans may be amended by the trustees, including a majority of the Rule 12b-1 Trustees, by votes cast in person at a meeting called for the purpose of voting upon such amendment. As long as the Plans are in effect, the selection or nomination of the Independent Trustees is committed to the discretion of the Independent Trustees.

The Class B Plan obligates Class B shares to continue to make payments to AIM Distributors following termination of the Class B shares Distribution Agreement with respect to Class B shares sold by or attributable to the distribution efforts of AIM Distributors or its predecessors, unless there has been a complete termination of the Class B Plan (as defined in such Plan) and the Class B Plan expressly authorizes AIM Distributors to assign, transfer or pledge its rights to payments pursuant to the Class B Plan.

DISTRIBUTOR

The Trust has entered into master distribution agreements, as amended, relating to the Funds (the "Distribution Agreements") with AIM Distributors, a registered broker-dealer and a wholly owned subsidiary of AIM, pursuant to which AIM Distributors acts as the distributor of shares of the Funds. The address of AIM Distributors is P.O. Box 4739, Houston, Texas 77210-4739. Certain trustees and officers of the Trust are affiliated with AIM Distributors. See "Management of the Trust."

The Distribution Agreements provide AIM Distributors with the exclusive right to distribute shares of the Funds on a continuous basis directly and through other broker-dealers with whom AIM Distributors has entered into selected dealer agreements. AIM Distributors has not undertaken to sell any specified number of shares of any classes of the Funds.

AIM Distributors expects to pay sales commissions from its own resources to dealers and institutions who sell Class B, Class C and Class R 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, Class C and Class R 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 the sales commissions to dealers plus financing costs, if any. After the first full year, AIM Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C shares which are attributable to shareholders for whom the dealers and institutions are designated as dealers of record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of 0.25%.

The Trust (on behalf of any class of any Fund) or AIM Distributors may terminate the Distribution Agreements on 60 days' written notice without penalty. The Distribution Agreements will terminate automatically in the event of their assignment. In the event the Class B shares Distribution Agreement is

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terminated, AIM Distributors would continue to receive payments of asset-based distribution fees in respect of the outstanding Class B shares attributable to the distribution efforts of AIM Distributors or its predecessors; provided, however that a complete termination of the Class B Plan (as defined in such Plan) would terminate all payments to AIM Distributors. Termination of the Class B Plan or the Distribution Agreement for Class B shares would not affect the obligation of Class B shareholders to pay 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 ended December 31 are found in Appendix N.

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
                       one, five or ten year periods);

          n       =    number of years; and

          ERV     =    ending redeemable value of a hypothetical $1,000 payment
                       made at the beginning of the one, five and ten year
                       periods at the end of the one, five or ten year periods
                       (or fractional portion of such period).

The average annual total returns for each Fund, with respect to its Class A, Class B, Class C and Class R shares, if applicable, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are found in Appendix O.

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: (1) Class A shares reflects the deduction of a Fund's maximum front-end sales charge at the time of purchase; (2) Class B and Class C shares reflects the deduction of the maximum applicable CDSC on a redemption of shares held for the period; and (3) Class R shares does not reflect a deduction of any sales charge since that class is generally 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

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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; and

          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; and

          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, Class C and Class R shares, if applicable, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are found in Appendix O.

Calculation of Certain Performance Data

AIM Basic Value Fund, AIM Global Equity Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund may use a restated or a blended performance calculation to derive certain performance data shown in this Statement of Additional Information and in the Funds' advertisements and other sales material. If the Funds' Class R shares were not offered to the public during the performance period covered, the performance data shown will be the restated historical performance of the Funds' Class A shares at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to the Class R shares. If the Funds' Class R shares were offered to the public only during a portion of the performance period covered, the performance data shown will be the blended returns of the historical performance of the Funds' Class R shares since their inception and the restated historical performance of the Funds' Class A shares (for periods prior to inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to the Class R shares. If the Funds' Class R shares were offered to the public during the entire performance period covered, the performance data shown will be the historical performance of the Funds' Class R shares.

A restated or blended performance calculation may be used to derive (i) the Funds' standardized average annual total returns over a stated period and
(ii) the Funds' non-standardized cumulative total returns over a stated period.

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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
                                              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 at
             D         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) Class A shares reflects the deduction of a Fund's maximum front-end sales charge at the time of purchase; and (2) Class B and Class C shares reflect the deduction of the maximum applicable CDSC on a redemption of shares held for the period.

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, Class B and Class C shares for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are found in Appendix O.

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

116

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 made at
             DR        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) Class A shares reflects the deduction of a Fund's maximum front-end sales charge at the time of purchase; and (2) Class B and Class C shares reflect the deduction of the maximum applicable CDSC on a redemption of shares held for the period.

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, Class B and Class C shares, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are found in Appendix O.

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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.

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                      Pension World
Barron's                    Fortune                     Pensions & Investments
Best's Review               Hartford Courant            Personal Investor
Broker World                Inc.                        Philadelphia Inquirer
Bloomberg                   Institutional Investor      The Bond Buyer
Business Week               Insurance Forum             USA Today
Changing Times              Insurance Week              U.S. News & World Report
Christian Science Monitor   Investor's Business Daily   Wall Street Journal
Consumer Reports            Journal of the American     Washington Post
Economist                     Society of CLU & ChFC     CNN
FACS of the Week            Kiplinger Letter            CNBC
Financial Planning          Money                       PBS
Financial Product News      Mutual Fund Forecaster
Financial Services Week     Nation's Business
Financial World             New York Times

Each Fund may also compare its performance to performance data of similar mutual funds as published by the following services:

Bank Rate Monitor      Morningstar, Inc.
Bloomberg              Stanger
FactSet Data Systems   Weisenberger
Lipper, Inc.

Each Fund's performance may also be compared in advertising to the performance of comparative benchmarks such as the following:

Lipper Global Fund Index            MSCI World Index
Lipper Large-Cap Value Fund Index   Russell 1000(R) Value Index
Lipper Multi-Cap Value Fund Index   Russell 2000(R) Growth Index
Lipper Mid-Cap Core Fund Index      Russell Midcap(R) Index
Lipper Small-Cap Growth Fund Index  Standard & Poor's 500 Stock Index

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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.

PENDING LITIGATION

Regulatory Action Alleging Market Timing

On April 12, 2005, the Attorney General of the State of West Virginia
("WVAG") filed a civil lawsuit against AIM, INVESCO Funds Group, Inc. ("IFG")
(the former investment advisor to certain AIM Funds) and ADI, as well as numerous unrelated mutual fund complexes and financial institutions. None of the AIM Funds has been named as a defendant in this lawsuit. The WVAG complaint, filed in the Circuit Court of Marshall County, West Virginia [Civil Action No. 05-C-81], alleges, in substance, that AIM, IFG and ADI engaged in unfair competition and/or unfair or deceptive trade practices by failing to disclose in the prospectuses for the AIM Funds, including those formerly advised by IFG, that they had entered into certain arrangements permitting market timing of such Funds. As a result of the foregoing, the WVAG alleges violations of W. Va. Code
Section 46A-1-101, et seq. (the West Virginia Consumer Credit and Protection Act). The WVAG complaint is seeking injunctive relief; civil monetary penalties; a writ of quo warranto against the defendants; pre-judgment and post-judgment interest; costs and expenses, including counsel fees; and other relief.

If AIM is unsuccessful in its defense of the WVAG lawsuit, it could be barred from serving as an investment adviser for any investment company registered under the Investment Company Act of 1940, as amended (a "registered investment company"). Such results could affect the ability of AIM or any other investment advisor directly or indirectly owned by AMVESCAP PLC ("AMVESCAP"), from serving as an investment advisor to any registered investment company, including your Fund. Your Fund has been informed by AIM that, if these results occur, AIM will seek exemptive relief from the SEC to permit it to continue to serve as your Fund's investment advisor. There is not assurance that such exemptive relief will be granted.

On May 31, 2005, the defendants removed this lawsuit to the U.S. District Court for the Northern District of West Virginia at Wheeling. On June 13, 2005, the MDL Court (as defined below) issued a Conditional Transfer Order transferring this lawsuit to the MDL Court. On June 29, 2005 the WVAG filed a Notice of Opposition to this Conditional Transfer Order. On July 7, 2005, the Supreme Court of West Virginia ruled in the context of a separate lawsuit that the WVAG does not have authority pursuant to W. Va. Code Section 46A-6-104 of the West Virginia Consumer Credit and Protection Act to bring an action based upon conduct that is ancillary to the purchase or sale of securities. AIM intends to seek dismissal of the WVAG's lawsuit against it, IFG and ADI in light of this ruling.

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Private Civil Actions Alleging Market Timing

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, IFG, AIM, AIM Management, AMVESCAP, the parent company of IFG and AIM, certain related entities, certain of their current and former officers and/or certain unrelated third parties) based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal and state securities laws; (ii) violation of various provisions of ERISA; (iii) breach of fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in both Federal and state courts and seek such remedies as compensatory damages; restitution; injunctive relief; disgorgement of management fees; imposition of a constructive trust; removal of certain directors and/or employees; various corrective measures under ERISA; rescission of certain Funds' advisory agreements; interest; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix P-1.

All lawsuits based on allegations of market timing, late trading, and related issues have been transferred to the United States District Court for the District of Maryland (the "MDL Court") for consolidated or coordinated pre-trial proceedings. Pursuant to an Order of the MDL Court, plaintiffs consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties. A list identifying the amended complaints in the MDL Court is included in Appendix P-1. Plaintiffs in two of the underlying lawsuits transferred to the MDL Court continue to seek remand of their action to state court. These lawsuits are identified in Appendix P-1.

Private Civil Actions Alleging Improper Use of Fair Value Pricing

Multiple civil class action lawsuits have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, IFG and/or AIM) alleging that certain AIM Funds inadequately employed fair value pricing. These lawsuits allege a variety of theories of recovery, including but not limited to:
(i) violations of various provisions of the Federal securities laws; (ii) common law breach of duty; and (iii) common law negligence and gross negligence. These lawsuits have been filed in both Federal and state courts and seek such remedies as compensatory and punitive damages; interest; and attorneys' fees and costs. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix P-2.

Private Civil Actions Alleging Excessive Advisory and/or Distribution Fees

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, IFG, AIM, INVESCO Institutional (N.A.), Inc. ("IINA"), ADI and/or INVESCO Distributors, Inc. ("INVESCO Distributors")) alleging that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale. Certain of these lawsuits also allege that the defendants adopted unlawful distribution plans. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; (ii) breach of fiduciary duty; and/or (iii) breach of contract. These lawsuits have been filed in Federal courts and seek such remedies as damages; injunctive relief; rescission of certain Funds' advisory agreements and distribution plans; interest; prospective relief in the form of reduced fees; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix P-3.

Private Civil Actions Alleging Improper Charging of Distribution Fees on Limited Offering Funds or Share Classes

Multiple civil lawsuits, including shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, IFG, AIM, ADI and/or certain of the trustees of the AIM Funds) alleging that the defendants breached their fiduciary duties by charging distribution fees while AIM

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Funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same AIM Fund were not charged the same distribution fees. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; and (ii) breach of fiduciary duty. These lawsuits have been filed in Federal courts and seek such remedies as damages; injunctive relief; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix P-4.

Private Civil Actions Alleging Improper Mutual Fund Sales Practices and Directed-Brokerage Arrangements

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, AIM Management, IFG, AIM, AIM Investment Services, Inc. ("AIS") and/or certain of the trustees of the AIM Funds) alleging that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively promote the sale of the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; (ii) breach of fiduciary duty; and (iii) aiding and abetting a breach of fiduciary duty. These lawsuits have been filed in Federal courts and seek such remedies as compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix P-5.

Private Civil Action Alleging Failure to Ensure Participation in Class Action Settlements

A civil lawsuit, purporting to be a class action lawsuit, has been filed against AIM, IINA, A I M Capital Management, Inc. ("AIM Capital") and the trustees of the AIM Funds alleging that the defendants breached their fiduciary duties by failing to ensure that the AIM Funds participated in class action settlements in which they were eligible to participate. This lawsuit alleges as theories of recovery: (i) violation of various provisions of the Federal securities laws; (ii) common law breach of fiduciary duty; and (iii) common law negligence. This lawsuit has been filed in Federal court and seeks such remedies as compensatory and punitive damages; forfeiture of all commissions and fees paid by the class of plaintiffs; and costs and attorneys' fees. Such lawsuit, which was served on AIM and AIM Capital on June 20, 2005, is set forth in Appendix P-6.

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APPENDIX A

RATINGS OF DEBT SECURITIES

The following is a description of the factors underlying the debt ratings of Moody's, S&P and Fitch:

MOODY'S LONG-TERM DEBT RATINGS

Moody's corporate ratings areas follows:

Aaa: Bonds and preferred stock which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt-edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds and preferred stock which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. These are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk in Aa rated bonds appear somewhat larger than those securities rated Aaa.

A: Bonds and preferred stock which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds and preferred stock which are rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba: Bonds and preferred stock which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B: Bonds and preferred stock which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa: Bonds and preferred stock which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca: Bonds and preferred stock which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds and preferred stock which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

A-1

Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

MOODY'S SHORT-TERM PRIME RATING SYSTEM

Moody's short-term ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. Such obligations generally have an original maturity not exceeding one year, unless explicitly noted.

Moody's employs the following designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers.

PRIME-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability for repayment of senior short-term obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.

PRIME-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term debt obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime rating categories.

Note: In addition, in certain countries the prime rating may be modified by the issuer's or guarantor's senior unsecured long-term debt rating.

Moody's municipal ratings are as follows:

MOODY'S U.S. LONG-TERM MUNICIPAL BOND RATING DEFINITIONS

Municipal Ratings are opinions of the investment quality of issuers and issues in the US municipal and tax-exempt markets. As such, these ratings incorporate Moody's assessment of the default probability and loss severity of these issuers and issues.

Municipal Ratings are based upon the analysis of four primary factors relating to municipal finance: economy, debt, finances, and administration/management strategies. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipality's ability to repay its debt.

A-2

Aaa: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Aa: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal or tax-exempt issuers or issues.

A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Baa: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Ba: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Caa: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Ca: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

C: Issuers or issues rated C demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Note: Also, Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to Caa. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic category.

MOODY'S MIG/VMIG US SHORT-TERM RATINGS

In municipal debt issuance, there are three rating categories for short-term obligations that are considered investment grade. These ratings are designated as Moody's Investment Grade (MIG) and are divided into three levels - MIG 1 through MIG 3.

In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade.

In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The first element represents Moody's evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of the degree of risk associated with the demand feature, using the MIG rating scale.

The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of each issue's specific structural or credit features.

Gradations of investment quality are indicated by rating symbols, with each symbol representing a group in which the quality characteristics are broadly the same.

A-3

MIG 1/VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2: This designation denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group.

MIG 3/VMIG 3: This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

STANDARD & POOR'S LONG-TERM CORPORATE AND MUNICIPAL RATINGS

Issue credit ratings are based in varying degrees, on the following considerations: likelihood of payment - capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

The issue ratings definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above.

S&P describes its ratings for corporate and municipal bonds as follows:

AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree.

A: Debt rated A has a strong capacity to meet its financial commitments although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

BBB: Debt rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to meet its financial commitment on the obligation.

BB-B-CCC-CC-C: Debt rated BB, B, CCC, CC and C is regarded as having significant speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

NR: Not Rated.

A-4

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 COMMERCIAL PAPER RATINGS

An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days.

These categories are as follows:

A-1: This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.

A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.

A-3: Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

B: Issues rated 'B' are regarded as having only speculative capacity for timely payment.

C: This rating is assigned to short-term debt obligations with a doubtful capacity for payment.

D: Debt rated 'D' is in payment default. The 'D' rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor's believes such payments will be made during such grace period.

S&P SHORT-TERM MUNICIPAL RATINGS

An S&P note rating reflect the liquidity factors and market-access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment:
amortization schedule (the larger the final maturity relative to other maturities, the more likely it will be treated as a note); and source of payment (the more dependant the issue is on the market for its refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

A-5

SP-3: Speculative capacity to pay principal and interest.

FITCH LONG-TERM CREDIT RATINGS

Fitch Ratings provides an opinion on the ability of an entity or of a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, on a timely basis. These credit ratings apply to a variety of entities and issues, including but not limited to sovereigns, governments, structured financings, and corporations; debt, preferred/preference stock, bank loans, and counterparties; as well as the financial strength of insurance companies and financial guarantors.

Credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. Thus, the use of credit ratings defines their function: "investment grade" ratings (international Long-term 'AAA' - 'BBB' categories; Short-term 'F1' - 'F3') indicate a relatively low probability of default, while those in the "speculative" or "non-investment grade" categories (international Long-term 'BB'
- 'D'; Short-term 'B' - 'D') either signal a higher probability of default or that a default has already occurred. Ratings imply no specific prediction of default probability. However, for example, it is relevant to note that over the long term, defaults on 'AAA' rated U.S. corporate bonds have averaged less than 0.10% per annum, while the equivalent rate for 'BBB' rated bonds was 0.35%, and for 'B' rated bonds, 3.0%.

Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.

Entities or issues carrying the same rating are of similar but not necessarily identical credit quality since the rating categories do not fully reflect small differences in the degrees of credit risk.

Fitch credit and research are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature of taxability of payments of any security.

The ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch Ratings believes to be reliable. Fitch Ratings does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.

Our program ratings relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues, i.e., those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.

Credit ratings do not directly address any risk other than credit risk. In particular, these ratings do not deal with the risk of loss due to changes in market interest rates and other market considerations.

AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong capacity for timely payment of financial commitments, which is unlikely to be affected by foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The obligor has a very strong capacity for timely payment of financial commitments which is not significantly vulnerable to foreseeable events.

A: Bonds considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.

A-6

BBB: Bonds considered to be investment grade and of good credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances are more likely to impair this capacity.

PLUS (+) MINUS (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the "AAA" category.

NR: Indicates that Fitch does not rate the specific issue.

WITHDRAWN: A rating will be withdrawn when an issue matures or is called or refinanced and at Fitch's discretion, when Fitch Ratings deems the amount of information available to be inadequate for ratings purposes.

RATINGWATCH: Ratings are placed on RatingWatch to notify investors that there is a reasonable possibility of a rating change and the likely direction of such change. These are designated as "Positive," indicating a potential upgrade, "Negative," for potential downgrade, or "Evolving," if ratings may be raised, lowered or maintained. RatingWatch is typically resolved over a relatively short period.

FITCH SPECULATIVE GRADE BOND RATINGS

BB: Bonds are considered speculative. There is a possibility of credit risk developing, particularly as the result of adverse economic changes over time. However, business and financial alternatives may be available to allow financial commitments to be met.

B: Bonds are considered highly speculative. Significant credit risk is present but a limited margin of safety remains. While bonds in this class are currently meeting financial commitments, the capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

CCC: Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments.

CC: Default of some kind appears probable.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, AND D: Bonds are in default on interest and/or principal payments. Such bonds are extremely speculative and are valued on the basis of their prospects for achieving partial or full recovery value in liquidation or reorganization of the obligor. "DDD" represents the highest potential for recovery on these bonds, and "D" represents the lowest potential for recovery.

PLUS (+) MINUS (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in categories below CCC.

FITCH SHORT-TERM CREDIT RATINGS

The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.

A-7

F-1: Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated "F-1+."

F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as in the case of the higher ratings.

F-3: Fair Credit Quality. Issues assigned this rating have characteristics suggesting that the degree of assurance for timely payment is adequate, however, near-term adverse changes could result in a reduction to non-investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

D: Default. Issues assigned this rating are in actual or imminent payment default.

A-8

APPENDIX B

EXAMPLES OF PERSONS TO WHOM AIM PROVIDES
NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
(AS OF JULY 27, 2005)

                 SERVICE PROVIDER                                      DISCLOSURE CATEGORY
                 ----------------                                      -------------------
Ballard Spahr Andrews & Ingersoll, LLP               Legal Counsel
Foley & Lardner LLP                                  Legal Counsel (for certain AIM Funds)
Kramer, Levin Naftalis & Frankel LLP                 Legal Counsel
Ernst & Young LLP                                    Independent Registered Public Accounting Firm (for
                                                     certain AIM Funds)
PricewaterhouseCoopers LLP                           Independent Registered Public Accounting Firm (for
                                                     certain AIM Funds)
Brown Brothers Harriman & Co.                        Securities Lender (for certain AIM Funds)
Fitch, Inc.                                          Rating & Ranking Agency (for certain AIM Funds)
iMoneyNet                                            Ranking Agency (for certain AIM funds)
Lipper Inc.                                          Rating & Ranking Agency (for certain AIM Funds)
Moody's Investors Service                            Rating & Ranking Agency (for certain AIM Funds)
Institutional Shareholder Services, Inc.             Proxy Voting Service
State Street Bank and Trust Company                  Custodian (for certain AIM Funds), Software Provider,
                                                     Securities Lender (for certain AIM Funds)
The Bank of New York                                 Custodian (for certain AIM Funds)
AIM Investment Services, Inc.                        Transfer Agent
Bloomberg                                            System Provider (for certain AIM Funds)
Reuters America Inc.                                 Pricing Service (for certain AIM Funds)
The MacGregor Group, Inc.                            Software Provider
Thomson Financial, Inc.                              Software Provider
Xcitek Solutions Plus                                Software Provider
Bowne & Co., Inc.                                    Financial Printer
CENVEO                                               Financial Printer
Classic Printers Inc.                                Financial Printer
Color Dynamics                                       Financial Printer
Earth Color Houston                                  Financial Printer
EMCO Press                                           Financial Printer
Grover Printing                                      Financial Printer
Gulfstream Graphics Corp.                            Financial Printer
Signature                                            Financial Printer
Southwest Precision Printers, Inc.                   Financial Printer
First Albany Capital                                 Broker (for certain AIM Funds)
George K. Baum & Company                             Broker (for certain AIM Funds)
Goldman, Sachs & Co.                                 Broker (for certain AIM Funds)
Legg Mason Wood Walker, Inc.                         Broker (for certain AIM Funds)
Morgan Keegan & Company, Inc.                        Broker (for certain AIM Funds)
Piper Jaffray & Co.                                  Broker (for certain AIM Funds)

B-1

        SERVICE PROVIDER                                   DISCLOSURE CATEGORY
        ----------------                                   -------------------
RBC Dain Rauscher Incorporated                       Broker (for certain AIM Funds)
Salomon Smith Barney                                 Broker (for certain AIM Funds)
Seattle Northwest Securities                         Broker (for certain AIM Funds)
UBS Financial Services, Inc.                         Broker (for certain AIM Funds)
Anglemyer & Co.                                      Analyst (for certain AIM Funds)
Empirical Research Partners                          Analyst (for certain AIM Funds)
Factset Research Systems, Inc.                       Analyst (for certain AIM Funds)
Global Trend Alert                                   Analyst (for certain AIM Funds)
J.P. Morgan Chase                                    Analyst (for certain AIM Funds)
Kevin Dann & Partners                                Analyst (for certain AIM Funds)
Muzea Insider Consulting Services, LLC               Analyst (for certain AIM Funds)
Noah Financial, LLC                                  Analyst (for certain AIM Funds)
Piper Jaffray                                        Analyst (for certain AIM Funds)

B-2

APPENDIX C

TRUSTEES AND OFFICERS

As of July 31, 2005

The address of each trustee and officer is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 109 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Column two below includes length of time served with predecessor entities, if any.

                                          TRUSTEE
 NAME, YEAR OF BIRTH AND POSITION(S)       AND/OR                                                          OTHER TRUSTEESHIP(S) HELD
         HELD WITH THE TRUST           OFFICER SINCE      PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS              BY TRUSTEE
------------------------------------   -------------      -------------------------------------------      -------------------------
INTERESTED PERSONS

Robert H. Graham(1) -- 1946                 1998       Director and Chairman, A I M Management Group       None
Trustee, Vice Chair and President                      Inc. (financial services holding company);
                                                       Director and Vice Chairman, AMVESCAP PLC and
                                                       Chairman, AMVESCAP PLC - AIM Division (parent of
                                                       AIM and a global investment management firm)

                                                       Formerly: President and Chief Executive Officer,
                                                       A I M Management Group Inc.; Director, Chairman
                                                       and President, A I M Advisors, Inc. (registered
                                                       investment advisor); Director and Chairman,
                                                       A I M Capital Management, Inc. (registered
                                                       investment advisor), A I M Distributors, Inc.
                                                       (registered broker dealer), AIM Investment
                                                       Services, Inc., (registered transfer agent), and
                                                       Fund Management Company (registered broker
                                                       dealer); and Chief Executive Officer, AMVESCAP
                                                       PLC - Managed Products

Mark H. Williamson(2) -- 1951               2003       Director, President and Chief Executive Officer,    None
Trustee and Executive Vice President                   A I M Management Group Inc. (financial services
                                                       holding company); Director, Chairman and
                                                       President, A I M Advisors, Inc. (registered
                                                       investment advisor); Director, A I M Capital
                                                       Management, Inc. (registered investment advisor)
                                                       and A I M Distributors, Inc. (registered broker
                                                       dealer), Director and Chairman, AIM Investment
                                                       Services, Inc., (registered transfer agent),
                                                       Fund Management Company (registered broker
                                                       dealer) and INVESCO Distributors, Inc.
                                                       (registered broker dealer); and Chief Executive
                                                       Officer, AMVESCAP PLC - AIM Division (parent of
                                                       AIM and a global investment management firm)

                                                       Formerly: Director, Chairman, President and
                                                       Chief Executive Officer, INVESCO Funds Group,
                                                       Inc.; President and Chief Executive Officer,
                                                       INVESCO Distributors, Inc.; Chief Executive
                                                       Officer, AMVESCAP PLC - Managed Products


(1) Mr. Graham is considered an interested person of the Trust because he is a director of AMVESCAP PLC, parent of the advisor to the Trust. Prior to October 4, 2004, Mr. Graham served as Chairman of the Board.

(2) Mr. Williamson is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

C-1

                                          TRUSTEE
 NAME, YEAR OF BIRTH AND POSITION(S)       AND/OR                                                          OTHER TRUSTEESHIP(S) HELD
         HELD WITH THE TRUST           OFFICER SINCE      PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS              BY TRUSTEE
------------------------------------   -------------      -------------------------------------------      -------------------------
INDEPENDENT TRUSTEES

Bruce L. Crockett(3) -- 1944                2001       Chairman, Crockett Technology Associates            ACE Limited (insurance
Trustee and Chair                                      (technology consulting company)                     company); and Captaris,
                                                                                                           Inc. (unified messaging
                                                                                                           provider)

Bob R. Baker -- 1936                        2003       Retired                                             None
Trustee

Frank S. Bayley -- 1939                     1985       Retired                                             Badgley Funds, Inc.
Trustee                                                                                                    (registered investment
                                                       Formerly: Partner, law firm of Baker & McKenzie     company (2 portfolios))

James T. Bunch -- 1942                      2003       Co-President and Founder, Green, Manning & Bunch    None
Trustee                                                Ltd., (investment banking firm); and Director,
                                                       Policy Studies, Inc. and Van Gilder Insurance
                                                       Corporation

Albert R. Dowden -- 1941                    2001       Director of a number of public and private          None
Trustee                                                business corporations, including the Boss Group,
                                                       Ltd. (private investment and management); Cortland
                                                       Trust, Inc. (Chairman) (registered investment
                                                       company); Annuity and Life Re (Holdings), Ltd.
                                                       (insurance company); and CompuDyne Corporation
                                                       (provider of products and services to the public
                                                       security market)

                                                       Formerly: Director, President and Chief
                                                       Executive Officer, Volvo Group North America,
                                                       Inc.; Senior Vice President, AB Volvo; and
                                                       director of various affiliated Volvo companies

Edward K. Dunn, Jr. -- 1935                 2001       Retired                                             None
Trustee


(3) Mr. Crockett was elected Chair of the Board effective October 4, 2004.

(4) Ms. Brinkley was elected Senior Vice President and Chief Compliance Officer of the Trust effective September 20, 2004.

C-2

                                          TRUSTEE
 NAME, YEAR OF BIRTH AND POSITION(S)       AND/OR                                                          OTHER TRUSTEESHIP(S) HELD
         HELD WITH THE TRUST           OFFICER SINCE      PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS              BY TRUSTEE
------------------------------------   -------------      -------------------------------------------      -------------------------
Jack M. Fields -- 1952                      2001       Chief Executive Officer, Twenty First Century       Administaff; and
Trustee                                                Group, Inc. (government affairs company); and       Discovery Global
                                                       Owner, Dos Angelos Ranch, L.P.                      Education Fund
                                                       Formerly: Chief Executive Officer, Texana           (non-profit)
                                                       Timber LP (sustainable forestry company)

Carl Frischling -- 1937                     2001       Partner, law firm of Kramer Levin Naftalis and      Cortland Trust, Inc.
Trustee                                                Frankel LLP                                         (registered investment
                                                                                                           company (3 portfolios))

Gerald J. Lewis -- 1933                     2003       Chairman, Lawsuit Resolution Services (San          General Chemical Group,
Trustee                                                Diego, California)                                  Inc.,

Prema Mathai-Davis -- 1950                  2001       Formerly: Chief Executive Officer, YWCA of the USA  None
Trustee

Lewis F. Pennock -- 1942                    2001       Partner, law firm of Pennock & Cooper               None
Trustee

Ruth H. Quigley -- 1935                     1977       Retired                                             None
Trustee

Larry Soll -- 1942                          2003       Retired                                             None
Trustee

OTHER OFFICERS

Lisa O. Brinkley(4) -- 1959                 2004       Senior Vice President, A I M Management Group       N/A
Senior Vice President and Chief                        Inc. (financial services holding company);
Compliance Officer                                     Senior Vice President and Chief Compliance
                                                       Officer, A I M Advisors, Inc.; Vice President
                                                       and Chief Compliance Officer, A I M Capital
                                                       Management, Inc.; and Vice President,
                                                       A I M Distributors, Inc., AIM Investment
                                                       Services, Inc. and Fund Management Company

                                                       Formerly: Senior Vice President and Compliance
                                                       Director, Delaware Investments Family of Funds;
                                                       and Chief Compliance Officer, A I M
                                                       Distributors, Inc.

C-3

                                          TRUSTEE
 NAME, YEAR OF BIRTH AND POSITION(S)       AND/OR                                                          OTHER TRUSTEESHIP(S) HELD
         HELD WITH THE TRUST           OFFICER SINCE      PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS              BY TRUSTEE
------------------------------------   -------------      -------------------------------------------      -------------------------
Russell C. Burk(5) -- 1958                  2005       Formerly: Director of Compliance and Assistant      N/A
Senior Vice President                                  General Counsel, ICON Advisers, Inc.; Financial
                                                       Consultant, Merrill Lynch; General Counsel and
                                                       Director of Compliance, ALPS Mutual Funds, Inc.

Kevin M. Carome -- 1956                     2003       Director, Senior Vice President, Secretary and      N/A
Senior Vice President, Chief Legal                     General Counsel, A I M Management Group Inc.
Officer and Secretary                                  (financial services holding company) and
                                                       A I M Advisors, Inc.; Director and Vice
                                                       President, INVESCO Distributors, Inc.; Vice
                                                       President, A I M Capital Management, Inc., and
                                                       AIM Investment Services, Inc.; Director, Vice
                                                       President and General Counsel, Fund Management
                                                       Company; and Senior Vice President, A I M
                                                       Distributors, Inc.

                                                       Formerly: Senior Vice President and General
                                                       Counsel, Liberty Financial Companies, Inc.; and
                                                       Senior Vice President and General Counsel,
                                                       Liberty Funds Group, LLC; and Vice President,
                                                       A I M Distributors, Inc.

Sidney M. Dilgren -- 1961                   2004       Vice President and Fund Treasurer,                  N/A
Vice President and                                     A I M Advisors, Inc.
Treasurer
                                                       Formerly: Senior Vice President, AIM Investment
                                                       Services, Inc. and Vice President, A I M
                                                       Distributors, Inc.

J. Philip Ferguson(6) -- 1945               2005       Senior Vice President and Chief Investment          N/A
Vice President                                         Officer, A I M Advisors, Inc.; Director,
                                                       Chairman, Chief Executive Officer, President and
                                                       Chief Investment Officer, A I M Capital
                                                       Management, Inc.; Executive Vice President,
                                                       A I M Management Group Inc.

                                                       Formerly: Senior Vice President, AIM Private
                                                       Asset Management, Inc.; Chief Equity Officer,
                                                       and Senior Investment Officer, A I M Capital
                                                       Management, Inc.; and Managing Partner, Beutel,
                                                       Goodman Capital Management

Karen Dunn Kelley -- 1960                   2004       Director of Cash Management, Managing Director      N/A
Vice President                                         and Chief Cash Management Officer, A I M Capital
                                                       Management, Inc.; Director and President, Fund
                                                       Management Company, and Vice President, A I M
                                                       Advisors, Inc.


(5) Mr. Burk was elected Senior Vice President of the Trust effective February 15, 2005.

(6) Mr. Ferguson was elected Vice President of the Trust effective February 24, 2005.

C-4

TRUSTEE OWNERSHIP OF FUND SHARES AS OF DECEMBER 31, 2004

                                                                           AGGREGATE DOLLAR RANGE OF EQUITY
                                                                             SECURITIES IN ALL REGISTERED
                              DOLLAR RANGE OF EQUITY SECURITIES            INVESTMENT COMPANIES OVERSEEN BY
  NAME OF TRUSTEE                         PER FUND                       TRUSTEE IN THE AIM FAMILY OF FUNDS(R)
  ---------------             ---------------------------------          -------------------------------------
Robert H. Graham      Basic Value                       Over $100,000
                      Mid Cap Core Equity               Over $100,000               Over $100,000
                      Small Cap Growth                  Over $100,000

Bob R. Baker                               - $0 -
                                                                                    Over $100,000

Frank S. Bayley                            - $0 -
                                                                                    Over $100,000

James T. Bunch                             - $0 -
                                                                                    Over $100,000

Bruce L. Crockett                          - $0 -
                                                                                $50,001 - $100,000(7)

Albert R. Dowden      Basic Value                   $10,001 - $50,000
                      Mid Cap Core Equity          $50,001 - $100,000               Over $100,000

Edward K. Dunn, Jr.   Basic Value                   $10,001 - $50,000
                                                                                   Over $100,000(7)

Jack M. Fields                             - $0 -
                                                                                   Over $100,000(7)

Carl Frischling       Aggressive Allocation         $10,001 - $50,000
                      Conservative Allocation       $10,001 - $50,000              Over $100,000(7)
                      Global Equity                     Over $100,000
                      Mid Cap Core Equity               Over $100,000
                      Moderate Allocation           $10,001 - $50,000

Gerald J. Lewis                            - $0 -
                                                                                    Over $100,000

Prema Mathai-Davis                         - $0 -
                                                                                   $1 - $10,000(7)

Lewis F. Pennock      Basic Value                        $1 - $10,000
                      Global Equity                      $1 - $10,000               Over $100,000
                      Mid Cap Core Equity                $1 - $10,000

Ruth H. Quigley       Global Equity                      $1 - $10,000
                                                                                  $10,001 - $50,000

Larry Soll                                 - $0 -
                                                                                   Over $100,000(7)

Mark H. Williamson    Global Equity                     Over $100,000
                                                                                    Over $100,000


(7) Includes the total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the AIM Funds.

C-5

APPENDIX D

TRUSTEE COMPENSATION TABLE

Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2004:

                                     RETIREMENT
                       AGGREGATE      BENEFITS    ESTIMATED ANNUAL      TOTAL
                      COMPENSATION    ACCRUED      BENEFITS UPON     COMPENSATION
                        FROM THE     BY ALL AIM   RETIREMENT FROM    FROM ALL AIM
TRUSTEE               TRUST(1)(2)    FUNDS (3)    ALL AIM FUNDS(4)   FUNDS(5)(6)
-------               ------------   ----------   ----------------   ------------
Bob R. Baker            $ 14,855     $  198,871      $ 144,786         $ 189,750
Frank S. Bayley           14,983        175,241        112,500           193,500
James T. Bunch            14,539        143,455        112,500           186,000
Bruce L. Crockett         17,512         75,638        112,500           223,500
Albert R. Dowden          14,902         93,210        112,500           192,500
Edward K. Dunn, Jr.       14,983        133,390        112,500           193,500
Jack M. Fields            14,351         48,070        112,500           186,000
Carl Frischling(7)        14,290         62,040        112,500           185,000
Gerald J. Lewis           14,539        143,455        112,500           186,000
Prema Mathai-Davis        14,667         55,768        112,500           189,750
Lewis F. Pennock          14,350         80,777        112,500           186,000
Ruth H. Quigley           14,667        154,767        112,500           189,750
Louis S. Sklar(8)         14,351        115,160        101,250           186,000
Larry Soll                14,539        184,356        130,823           186,000

(1) Amounts shown are based on the fiscal year ended December 31, 2004. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended December 31, 2004, including earnings, was $47,527.

(2) At the request of the trustees, AMVESCAP has agreed to reimburse the Trust for Fund expenses related to market timing matters. "Aggregate Compensation From the Trust" above does not include $2,978 of trustee compensation which, pursuant to such agreement, was reimbursed by AMVESCAP during the fiscal year ended December 31, 2004.

(3) During the fiscal year ended December 31, 2004, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $195,224.

(4) These amounts represent the estimated annual benefits payable by the AIM Funds upon the trustee's retirement. These estimated benefits assume each trustee serves until his or her normal retirement date and has ten years of service.

(5) All trustees currently serve as trustees of 18 registered investment companies advised by AIM.

(6) At the request of the trustees, AMVESCAP has agreed to reimburse the Trust for Fund expenses related to market timing matters. "Total Compensation From All AIM Funds" above does not include $44,000 of trustee compensation which, pursuant to such agreement, was reimbursed by AMVESCAP during the calendar year ended December 31, 2004.

(7) During the fiscal year ended December 31, 2004, the Trust paid $41,855 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.

(8) Mr. Sklar retired effective December 31, 2004.

D-1

APPENDIX E

PROXY POLICIES AND PROCEDURES

(as amended September 16, 2004)

A. PROXY POLICIES

Each of A I M Advisors, Inc., A I M Capital Management, Inc., AIM Private Asset Management, Inc. and AIM Alternative Asset Management Company (each an "AIM Advisor" and collectively "AIM") has the fiduciary obligation to, at all times, make the economic best interest of advisory clients the sole consideration when voting proxies of companies held in client accounts. As a general rule, each AIM Advisor shall vote against any actions that would reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders' investments. At the same time, AIM believes in supporting the management of companies in which it invests, and will accord proper weight to the positions of a company's board of directors, and the AIM portfolio managers who chose to invest in the companies. Therefore, on most issues, our votes have been cast in accordance with the recommendations of the company's board of directors, and we do not currently expect that trend to change. Although AIM's proxy voting policies are stated below, AIM's proxy committee considers all relevant facts and circumstances, and retains the right to vote proxies as deemed appropriate.

I. BOARDS OF DIRECTORS

A board that has at least a majority of independent directors is integral to good corporate governance. Key board committees, including audit, compensation and nominating committees, should be completely independent.

There are some actions by directors that should result in votes being withheld. These instances include directors who:

- Are not independent directors and (a) sit on the board's audit, compensation or nominating committee, or (b) sit on a board where the majority of the board is not independent;

- Attend less than 75 percent of the board and committee meetings without a valid excuse;

- Implement or renew a dead-hand or modified dead-hand poison pill;

- Sit on the boards of an excessive number of companies;

- Enacted egregious corporate governance or other policies or failed to replace management as appropriate;

- Have failed to act on takeover offers where the majority of the shareholders have tendered their shares; or

- Ignore a shareholder proposal that is approved by a majority of the shares outstanding.

Votes in a contested election of directors must be evaluated on a case-by-case basis, considering the following factors:

- Long-term financial performance of the target company relative to its industry; o Management's track record;

- Portfolio manager's assessment;

- Qualifications of director nominees (both slates);

- Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and

E-1

- Background to the proxy contest.

II. INDEPENDENT AUDITORS

A company should limit its relationship with its auditors to the audit engagement, and certain closely related activities that do not, in the aggregate, raise an appearance of impaired independence. We will support the reappointment of the company's auditors unless:

- It is not clear that the auditors will be able to fulfill their function;

- There is reason to believe the independent auditors have rendered an opinion that is neither accurate nor indicative of the company's financial position; or

- The auditors have a significant professional or personal relationship with the issuer that compromises the auditors' independence.

III. COMPENSATION PROGRAMS

Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders' ownership interests in the company, provide participants with excessive awards or have objectionable structural features. We will consider all incentives, awards and compensation, and compare them to a company-specific adjusted allowable dilution cap and a weighted average estimate of shareholder wealth transfer and voting power dilution.

- We will generally vote against equity-based plans where the total dilution (including all equity-based plans) is excessive.

- We will support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value.

- We will vote against plans that have any of the following structural features: ability to re-price underwater options without shareholder approval, ability to issue options with an exercise price below the stock's current market price, ability to issue reload options, or automatic share replenishment ("evergreen") feature.

- We will vote for proposals to reprice options if there is a value-for-value (rather than a share-for-share) exchange.

- We will generally support the board's discretion to determine and grant appropriate cash compensation and severance packages.

IV. CORPORATE MATTERS

We will review management proposals relating to changes to capital structure, reincorporation, restructuring and mergers and acquisitions on a case by case basis, considering the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a company's industry and performance in terms of shareholder returns.

- We will vote for merger and acquisition proposals that the proxy committee and relevant portfolio managers believe, based on their review of the materials, will result in financial and operating benefits, have a fair offer price, have favorable prospects for the combined companies, and will not have a negative impact on corporate governance or shareholder rights.

E-2

- We will vote against proposals to increase the number of authorized shares of any class of stock that has superior voting rights to another class of stock.

- We will vote for proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a company's industry and performance in terms of shareholder returns.

- We will vote for proposals to institute open-market share repurchase plans in which all shareholders participate on an equal basis.

V. SHAREHOLDER PROPOSALS

Shareholder proposals can be extremely complex, and the impact on share value can rarely be anticipated with any high degree of confidence. The proxy committee reviews shareholder proposals on a case-by-case basis, giving careful consideration to such factors as:
the proposal's impact on the company's short-term and long-term share value, its effect on the company's reputation, the economic effect of the proposal, industry and regional norms applicable to the company, the company's overall corporate governance provisions, and the reasonableness of the request.

- We will generally abstain from shareholder social and environmental proposals.

- We will generally support the board's discretion regarding shareholder proposals that involve ordinary business practices.

- We will generally vote for shareholder proposals that are designed to protect shareholder rights if the company's corporate governance standards indicate that such additional protections are warranted.

- We will generally vote for proposals to lower barriers to shareholder action.

- We will generally vote for proposals to subject shareholder rights plans to a shareholder vote. In evaluating these plans, we give favorable consideration to the presence of "TIDE" provisions (short-term sunset provisions, qualified bid/permitted offer provisions, and/or mandatory review by a committee of independent directors at least every three years).

VI. OTHER

- We will vote against any proposal where the proxy materials lack sufficient information upon which to base an informed decision.

- We will vote against any proposals to authorize the proxy to conduct any other business that is not described in the proxy statement.

- We will vote any matters not specifically covered by these proxy policies and procedures in the economic best interest of advisory clients.

AIM's proxy policies, and the procedures noted below, may be amended from time to time.

B. PROXY COMMITTEE PROCEDURES

The proxy committee currently consists of representatives from the Legal and Compliance Department, the Investments Department and the Finance Department.

The committee members review detailed reports analyzing the proxy issues and have access to proxy statements and annual reports. Committee members may also speak to management of a company regarding proxy issues and should share relevant considerations with the proxy committee. The committee then discusses the issues and determines the vote. The committee shall give

E-3

appropriate and significant weight to portfolio managers' views regarding a proposal's impact on shareholders. A proxy committee meeting requires a quorum of three committee members, voting in person or by e-mail.

AIM's proxy committee shall consider its fiduciary responsibility to all clients when addressing proxy issues and vote accordingly. The proxy committee may enlist the services of reputable outside professionals and/or proxy evaluation services, such as Institutional Shareholder Services or any of its subsidiaries ("ISS"), to assist with the analysis of voting issues and/or to carry out the actual voting process. To the extent the services of ISS or another provider are used, the proxy committee shall periodically review the policies of that provider. The proxy committee shall prepare a report for the Funds' Board of Trustees on a periodic basis regarding issues where AIM's votes do not follow the recommendation of ISS or another provider because AIM's proxy policies differ from those of such provider.

In addition to the foregoing, the following shall be strictly adhered to unless contrary action receives the prior approval of the Funds' Board of Trustees:

1. Other than by voting proxies and participating in Creditors' committees, AIM shall not engage in conduct that involves an attempt to change or influence the control of a company.

2. AIM will not publicly announce its voting intentions and the reasons therefore.

3. AIM shall not participate in a proxy solicitation or otherwise seek proxy-voting authority from any other public company shareholder.

4. All communications regarding proxy issues between the proxy committee and companies or their agents, or with fellow shareholders shall be for the sole purpose of expressing and discussing AIM's concerns for its advisory clients' interests and not for an attempt to influence or control management.

C. BUSINESS/DISASTER RECOVERY

If the proxy committee is unable to meet due to a temporary business interruption, such as a power outage, a sub-committee of the proxy committee may vote proxies in accordance with the policies stated herein. If the sub-committee of the proxy committee is not able to vote proxies, the sub-committee shall authorize ISS to vote proxies by default in accordance with ISS' proxy policies and procedures, which may vary slightly from AIM's.

D. RESTRICTIONS AFFECTING VOTING

If a country's laws allow a company in that country to block the sale of the company's shares by a shareholder in advance of a shareholder meeting, AIM will not vote in shareholder meetings held in that country, unless the company represents that it will not block the sale of its shares in connection with the meeting. Administrative or other procedures, such as securities lending, may also cause AIM to refrain from voting. Although AIM considers proxy voting to be an important shareholder right, the proxy committee will not impede a portfolio manager's ability to trade in a stock in order to vote at a shareholder meeting.

E. CONFLICTS OF INTEREST

The proxy committee reviews each proxy to assess the extent to which there may be a material conflict between AIM's interests and those of advisory clients. A potential conflict of interest situation may include where AIM or an affiliate manages assets for, administers an employee benefit plan for, provides other financial products or services to, or otherwise has a material business relationship with, a company whose management is soliciting proxies, and failure to vote proxies in favor of management of the company may harm AIM's relationship with the company. In order to avoid even

E-4

the appearance of impropriety, the proxy committee will not take AIM's relationship with the company into account, and will vote the company's proxies in the best interest of the advisory clients, in accordance with these proxy policies and procedures.

In the event that AIM's proxy policies and voting record do not guide the proxy committee's vote in a situation where a conflict of interest exists, the proxy committee will vote the proxy in the best interest of the advisory clients, and will provide information regarding the issue to the Funds' Board of Trustees in the next quarterly report.

To the extent that a committee member has any conflict of interest with respect to a company or an issue presented, that committee member should inform the proxy committee of such conflict and abstain from voting on that company or issue.

F. FUND OF FUNDS

When an AIM Fund that invests in another AIM Fund(s) has the right to vote on the proxy of the underlying AIM Fund, AIM will seek guidance from the Board of Trustees of the investing AIM Fund on how to vote such proxy.

E-5

APPENDIX F

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trust's equity securities and the percentage of the outstanding shares held by such holders are set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.

A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is presumed to "control" that Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.

All information listed below is as of October ___, 2005.

AIM BASIC VALUE FUND

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
Citigroup Global Markets
House Account
Attn: Cindy Tempesta                    --           --            %           --            --
333 West 34th St.,
7th Floor
New York, NY 10001-2402

FIIOC Agent
Employee Benefit Plans
100 Magellan Way KW1C                   --           --           --           --             %
Covington, KY 41015-1987

First Command Bank Trust
Attn: Trust Department                  --           --           --           --             %
P.O. Box 901075 Fort Worth,
TX 76101-2075

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

F-1

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
Merrill Lynch Pierce
Fenner & Smith
FBO The Sole Benefit of Customers
Attn: Fund Administration                %            %            %           --            --
4800 Deer Lake Dr East,
2nd Floor Jacksonville,
FL 32246-6484

Morgan Stanley DW
ATTN: Mutual Fund Operations            --            %           --           --            --
3 Harborside PL FL 6
Jersey City, NJ 07311-3907

State Street Bank Custodian
FBO Hatfield Profit Sharing Fund
ATTN: Douglas Martin                    --           --           --           --             %
1776 Heritage Dr
North Quincy, MA 02171-2119

Symetra Investment Services Inc.
PO Box 34443                            --           --           --            %            --
Seattle, WA 98124-1443

AIM CONSERVATIVE ALLOCATION FUND

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
Abdite Industries Inc
Oliver J. Laszlo
18370 Outer Dr                          --           --           --            %            --
Dearborn, MI 48128-1353

F-2

                                      CLASS A      CLASS B     CLASS C      CLASS R     INSTITUTIONAL
                                      SHARES       SHARES       SHARES      SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.(1)
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919             --           --           --           --             %
Houston, TX 77046-1103

ANTC Cust IRA R/O
FBO Mary M. Rose
3810 Cardenal Ave                       --           --           --            %            --
Ruskin, FL 33573-6735

ANTCSCAP Natl Trustco TTEE
FBO Frost Natl Bank
FBO Super S Foods Employees             --           --           --            %            --
PS PL & Trust
PO Box 105779
Atlanta, GA 30348-5779

MCB Trust Services Cust
FBO See All Industries Inc
401K PS                                 --           --           --            %            --
700 17th St Ste 300
Denver, CO 80202-3531

Michael P. Orourke and
Kimberly A. Schenk
Trst Sharon A. Orourke Living           --           --            %           --            --
Trust Dtd 8/25/95
3435 Golden Ave Apt 903
Cincinnati, OH  45226-2026

Oppenheimer & Co Inc Cust FBO
Charles N Kostelnik IRA R/O
8274 Mills St                           --           --           --            %            --
Taylor, MI 48180-2015


(1) Owned of record and beneficially.

F-3

AIM GLOBAL EQUITY FUND

                                     CLASS A      CLASS B      CLASS C     INSTITUTIONAL
                                     SHARES       SHARES       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
-------------------                 ----------   ----------   ----------   -------------
AMVESCAP Natl Trustco TTEE FBO
XL America Inc Retplan
PO Box 105799                           --           --           --              %
Atlanta, GA 30348-5799

Citigroup Global Market
House Account
Attn: Cindy Tempesta                     %            %            %             --
333 West 34th St., 7th Floor
New York, NY 10001-2402

Charles Schwab & Co Inc
Reinvestment Account                     %           --           --             --
101 Montgomery St
San Francisco, CA 94104-4122

First Command Bank Trust
ATTN: Trust Department
PO Box 901075                           --           --           --              %
Fort Worth, TX 76101-2075

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

Morgan Stanley DW
ATTN: Mutual Fund Operations
3 Harborside Pl FL 6                    --           --            %             --
Jersey City, NJ 07311-3907

F-4

AIM GROWTH ALLOCATION FUND

                                      CLASS A      CLASS B     CLASS C      CLASS R     INSTITUTIONAL
                                      SHARES       SHARES       SHARES      SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.(1)
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919             --           --           --           --             %
Houston, TX 77046-1103

AMVESCAP Natl Trustco TTEE FBO
Seaspecialities Inc 401K
Savings Pl                              --           --           --            %            --
PO Box 105779
Atlanta, GA 30348-5779

ANTCSCAP Natl Trustco TTEE FBO
Frost Natl Bank FBO Super S
Foods Employees PS PL & Trust           --           --           --            %            --
PO Box 105779
Atlanta, GA 30348-5779

Merrill Lynch Pierce
Fenner & Smith
FBO The Sole Benefit of Customers
ATTN: Fund Administration
4800 Deer Lake Dr East                  --           --            %           --            --
2nd Floor Jacksonville,
FL 32246-6484


(1) Owned of record and beneficially.

F-5

AIM MID CAP CORE EQUITY FUND

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
Citigroup Global Market
House Account
Attn: Cindy Tempesta 333 West           --           --            %           --            --
34th St., 7th Floor
New York, NY 10001-2402

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

John Hancock Life Insurance
Co USA
250 Bloor St East 7th Floor              %           --           --           --            --
Toronto On M4W 1E5 Canada

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

Morgan Stanley DW
ATTN: Mutual Fund Operations
3 Harborside PL FL 6                    --            %           --           --            --
Jersey City, NJ 07311-3907

NAP & Co Trust Co Nominee
7650 Magna Dr                           --           --           --           --             %
Belleville, IL 62223-3366

F-6

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
The Northern Trust Co.
FBO Northern Trust Tip-DV
P.O. Box 92994 Chicago,                 --           --           --           --             %
IL 60675-2994

State Street Bank Custodian
FBO Hatfield Profit Sharing Fund
ATTN: Douglas Martin                    --           --           --           --             %
1776 Heritage Dr
North Quincy, MA 02171-2119

Wells Fargo Bank NA
FBO 401K - Mid Cap Core
P.O. Box 1533 Minneapolis,              --           --           --           --             %
MN 55480-1533

Wilmington Trust Co TTEE FBO
Westwood One, Inc. Savings & PSP
c/o Mutual Funds                        --           --           --            %            --
P. O. Box 8971
Wilmington DE 19899-8971

AIM MODERATE ALLOCATION FUND

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.(1)
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919             --           --           --           --             %
Houston, TX 77046-1103


(1) Owned of record and beneficially.

F-7

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
AMVESCAP National TR Co TTEE
FBO The McDevitt Co Employees
401K Plan                               --           --           --            %            --
PO Box 105779
Atlanta, GA 30348-5779

ANTSCAP Natl Trustco TTEE FBO
Frost Natl Bank FBO Super S
Foods Employees PS PL & Trust           --           --           --            %            --
PO Box 105779
Atlanta, GA 30348-5779

Merrill Lynch Pierce Fenner &
Smith FBO The Sole Benefit
of Customers
ATTN: Fund Administration               --           --            %            %            --
4800 Deer Lake Dr East
2nd Floor Jacksonville,
FL 32246-6484

MCB Trust Services Cust FBO
Joseph E Burks MD PA 401K PS PL
700 17th St STE 300                     --           --           --            %            --
Denver, CO  80202-3531

F-8

AIM MODERATE GROWTH ALLOCATION FUND

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
                                        --           --           --           --             %

                                        --           --           --            %            --

AIM MODERATELY CONSERVATIVE ALLOCATION FUND

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
                                        --           --           --           --             %

                                        --           --           --            %            --

AIM SMALL CAP GROWTH FUND

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
AIM Aggressive Asset
Allocation Fund OMNIBUS Account
C/O A I M Advisors, Inc.                --           --           --           --             %
11 E. Greenway Plz Ste 100
Houston, TX 77046-1113

American United Life Group
Retirement Annuity
PO Box 398                              --           --           --            %            --
Indianapolis, IN 46206-0398

F-9

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
Fidelity Investments
Institutional Operations
Co. (F110C) as Agent for
Certain Employee Benefit Plans          --           --           --           --             %
100 Magellan Way
Mail Location - KW1C
Covington, KY 41015-1999

HUBCO
Regions Financial Corp
PO Box 830688                           --           --           --           --             %
Birmingham, AL 35283-0688

John Hancock Life
Insurance Company (U.S.A)
250 Bloor St East 7th Floor              %           --           --           --            --
Toronto, ON M4W 1E5 Canada

Mercer Trust Company
FBO Marsh and McLennan
Companies Stock Investment Plan         --           --           --           --             %
ATTN: DC Plan Admin MS N-2-E
1 Investors Way Norwood,
MA 02062-1599

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

F-10

                                     CLASS A      CLASS B      CLASS C      CLASS R     INSTITUTIONAL
                                     SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                    ----------   ----------   ----------   ----------   -------------
                                    PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE    PERCENTAGE
NAME AND ADDRESS OF                  OWNED OF     OWNED OF     OWNED OF     OWNED OF      OWNED OF
PRINCIPAL HOLDER                      RECORD       RECORD       RECORD       RECORD        RECORD
-------------------                 ----------   ----------   ----------   ----------   -------------
Relistar Insurance Co of New York
151 Farmington Aven # TN41              --           --           --            %            --
Hartford, CT 06156-0001

Wells Fargo Bank West
NA TTEE New York
Metropolitan Transportation             --           --           --           --             %
Authority 457 & 401K DEF Comp
PL 8515 E. Orchard Rd. #2T2
Greenwood Vlg, CO 80111-5002

AIM INCOME ALLOCATION FUND AND AIM INTERNATIONAL ALLOCATION FUND

AIM provided the initial capitalization of each Fund and, accordingly, as of the date of this Statement of Additional Information, owned more than 25% of the issued and outstanding shares of each Fund and therefore could be deemed to "control" each Fund as that term is defined in the 1940 Act. It is anticipated that after the commencement of the public offering of each Fund's shares, AIM will cease to control each Fund for the purposes of the 1940 Act.

MANAGEMENT OWNERSHIP

As of October ___, 2005, the trustees and officers as a group [owned less than 1%] of the shares outstanding of each class of any Fund.

F-11

APPENDIX G

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                         2004                                2003                               2002
-----------------------  ----------------------------------- ----------------------------------- -----------------------------------
                                                    NET                                  NET                                NET
                          MANAGEMENT  MANAGEMENT MANAGEMENT   MANAGEMENT  MANAGEMENT  MANAGEMENT MANAGEMENT  MANAGEMENT  MANAGEMENT
                         FEE PAYABLE FEE WAIVERS  FEE PAID   FEE PAYABLE FEE WAIVERS   FEE PAID  FEE PAYABLE FEE WAIVERS  FEE PAID
                         ----------- ----------- ----------- ----------- ----------- ----------- ----------- ----------- -----------
AIM Basic Value Fund     $45,729,287   $531,221  $45,198,066 $34,395,027   $84,222   $34,310,805 $31,679,859   $39,803   $31,640,056
AIM Conservative
 Allocation Fund(1)              N/A        N/A          N/A         N/A       N/A           N/A         N/A       N/A           N/A
AIM Global Equity
 Fund                    $ 2,103,152   $  2,638  $ 2,100,514 $ 1,398,793   $72,356   $ 1,326,437 $ 1,448,177   $79,200   $ 1,368,977
AIM Growth Allocation
 Fund(1)                         N/A        N/A          N/A         N/A       N/A           N/A         N/A       N/A           N/A
AIM Income Allocation
 Fund(2)                         N/A        N/A          N/A         N/A       N/A           N/A         N/A       N/A           N/A
AIM International
 Allocation Fund(2)              N/A        N/A          N/A         N/A       N/A           N/A         N/A       N/A           N/A
AIM Mid Cap Core
 Equity Fund             $22,980,408   $108,680  $22,871,728 $15,648,450   $78,152   $15,570,298 $ 9,735,227   $42,589   $ 9,692,638
AIM Moderate Allocation
 Fund(1)                         N/A        N/A          N/A         N/A       N/A           N/A         N/A       N/A           N/A
AIM Moderate Growth
Allocation Fund(3)               N/A        N/A          N/A         N/A       N/A           N/A         N/A       N/A           N/A
AIM Moderately
 Conservative
 Allocation Fund(3)              N/A        N/A          N/A         N/A       N/A           N/A         N/A       N/A           N/A
AIM Small Cap Growth
 Fund                    $13,134,333   $ 26,987  $13,107,346 $ 9,914,438   $29,940   $ 9,884,498 $ 7,192,423   $23,725   $ 7,168,698

(1) Commenced operations on April 30, 2004.

(2) Commenced operations on October 28, 2005.

(3) Commenced operations on April 29, 2005.

G-1

APPENDIX H

PORTFOLIO MANAGERS

As of December 31, 2004

INVESTMENTS IN EACH FUND

NAME OF PORTFOLIO MANAGER                                                  DOLLAR RANGE OF INVESTMENTS IN EACH FUND(1)
-------------------------                                                  -------------------------------------------
                                        AIM BASIC VALUE FUND

R. Canon Coleman II                                                                    $500,001 - $1,000,000
Matthew W. Seinsheimer                                                                 $100,001 - $  500,000
Michael J. Simon                                                                       $500,001 - $1,000,000
Bret W. Stanley                                                                           Over $1,000,000

                                  AIM CONSERVATIVE ALLOCATION FUND

Gary K. Wendler                                                                                None
                                       AIM GLOBAL EQUITY FUND

Derek S. Izuel                                                                           $10,001 - $50,000
Eric Thaller                                                                               $1 - $10,000
                                     AIM GROWTH ALLOCATION FUND

Gary K. Wendler                                                                                None

                                    AIM INCOME ALLOCATION FUND(2)

Gary K. Wendler                                                                                 N/A
                                AIM INTERNATIONAL ALLOCATION FUND(2)

Gary K. Wendler                                                                                 N/A
                                    AIM MID CAP CORE EQUITY FUND

Ronald S. Sloan                                                                        $500,001 - $1,000,000
                                    AIM MODERATE ALLOCATION FUND

Gary K. Wendler                                                                                None
                               AIM MODERATE GROWTH ALLOCATION FUND(2)

Gary K. Wendler                                                                                None
                           AIM MODERATELY CONSERVATIVE ALLOCATION FUND(2)

Gary K. Wendler                                                                                None
                                      AIM SMALL CAP GROWTH FUND

Juliet S. Ellis                                                                          $10,001 - $50,000
Juan R. Hartsfield                                                                       $10,001 - $50,000


(1) This column reflects investments in a Fund's shares owned directly by a portfolio manager or beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended). A portfolio manager is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the same household.

(2) Commenced operations on October 28, 2005.

H-1

DESCRIPTION OF COMPENSATION STRUCTURE

AIM ADVISORS, INC.

AIM seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. AIM evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager's compensation consists of the following five elements:

- BASE SALARY. Each portfolio manager is paid a base salary. In setting the base salary, AIM's intention is to be competitive in light of the particular portfolio manager's experience and responsibilities.

- ANNUAL BONUS. Each portfolio manager is eligible to receive an annual cash bonus which has quantitative and non-quantitative components. Generally, 70% of the bonus is quantitatively determined, based typically on a four-year rolling average of pre-tax performance of all registered investment company accounts for which a portfolio manager has day-to-day management responsibilities versus the performance of a pre-determined peer group. In instances where a portfolio manager has responsibility for management of more than one fund, an asset weighted four-year rolling average is used.

High fund performance (against applicable peer group) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor fund performance (versus applicable peer group) could result in no bonus. The amount of fund assets under management typically have an impact on the bonus potential (for example, managing more assets increases the bonus potential); however, this factor typically carries less weight than relative performance. The remaining 30% portion of the bonus is discretionary as determined by AIM and takes into account other subjective factors.

- EQUITY-BASED COMPENSATION. Portfolio managers may be awarded options to purchase common shares and/or granted restricted shares of AMVESCAP stock from pools determined from time to time by the Remuneration Committee of the AMVESCAP Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.

- PARTICIPATION IN GROUP INSURANCE PROGRAMS. Portfolio managers are provided life insurance coverage in the form of a group variable universal life insurance policy, under which they may make additional contributions to purchase additional insurance coverage or for investment purposes.

- PARTICIPATION IN DEFERRED COMPENSATION PLAN. Portfolio managers are eligible to participate in a non-qualified deferred compensation plan, which affords participating employees the tax benefits of deferring the receipt of a portion of their cash compensation.

Portfolio managers also participate in benefit plans and programs available generally to all employees.

H-2

DESCRIPTION OF COMPENSATION STRUCTURE (GARY WENDLER)

AIM seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Mr. Wendler receives a base salary, an incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Mr. Wendler's compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. AIM evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Mr. Wendler's compensation consists of the following five elements:

- BASE SALARY. Mr. Wendler is paid a base salary. In setting the base salary, AIM's intention is to be competitive in light of Mr. Wendler's experience and responsibilities.

- ANNUAL BONUS. Mr. Wendler is eligible to receive an annual cash bonus. Generally, a portion of the bonus is determined based on the appropriateness of the funds chosen for the portfolio. With a goal of maximizing the efficiency of the portfolio based on the risk/reward profile of the intended shareholder of the fund. However, the total performance of these funds carries less weight in terms of the bonus than Mr. Wendler's other responsibilities not associated with the portfolio.

Fund performance (against applicable peer group) would be a driver of compensation, poor fund performance (versus applicable peer group) could result in a smaller bonus. The amount of fund assets under management typically has an impact on the bonus potential (for example, managing more assets increases the bonus potential); however, this factor typically carries less weight than relative performance.

- EQUITY-BASED COMPENSATION. Mr. Wendler may be awarded options to purchase common shares and/or granted restricted shares of AMVESCAP stock from pools determined from time to time by the Remuneration Committee of the AMVESCAP Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.

- PARTICIPATION IN GROUP INSURANCE PROGRAMS. Mr. Wendler is provided life insurance coverage in the form of a group variable universal life insurance policy, under which he may make additional contributions to purchase additional insurance coverage or for investment purposes.

- PARTICIPATION IN DEFERRED COMPENSATION PLAN. Mr. Wendler is eligible to participate in a non-qualified deferred compensation plan, which affords participating employees the tax benefits of deferring the receipt of a portion of their cash compensation.

Mr. Wendler also participates in benefit plans and programs available generally to all employees.

H-3

OTHER MANAGED ACCOUNTS

As of December 31, 2004

AIM's portfolio managers develop investment models which are used in connection with the management of certain AIM funds as well as other mutual funds for which AIM or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The following chart reflects information regarding accounts other than the Fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) mutual funds, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance ("performance-based fees"), information on those accounts is specifically broken out.

                             NUMBER OF ACCOUNTS MANAGED BY EACH PORTFOLIO MANAGER AND
NAME OF PORTFOLIO MANAGER                   TOTAL ASSETS BY CATEGORY
-------------------------   ----------------------------------------------------------
                                             AIM BASIC VALUE FUND

R. Canon Coleman II         8 Registered Mutual Funds with $3,792,755,077 in total
                            assets under management

                            1 Unregistered Pooled Investment Vehicle with $8,108,039
                            in total assets under management

                            3596 Other Accounts with $1,078,482,755 in total assets
                            under management(3)

Matthew W. Seinsheimer      8 Registered Mutual Funds with $3,792,755,077 in total
                            assets under management

                            1 Unregistered Pooled Investment Vehicle with $8,108,039
                            in total assets under management

                            3596 Other Accounts with $1,078,482,755 in total assets
                            under management(3)

Michael J. Simon            12 Registered Mutual Funds with $5,127,006,106 in total
                            assets under management

                            1 Unregistered Pooled Investment Vehicle with $8,108,039
                            in total assets under management

                            3596 Other Accounts with $1,078,482,755 in total assets
                            under management(3)


(3) These are accounts of individual investors for which AIM's affiliate, AIM Private Asset Management, Inc. ("APAM") provides investment advice. APAM offers separately managed accounts that are managed according to the investment models developed by AIM's portfolio managers and used in connection with the management of certain AIM funds. APAM accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.

H-4

                             NUMBER OF ACCOUNTS MANAGED BY EACH PORTFOLIO MANAGER AND
NAME OF PORTFOLIO MANAGER                   TOTAL ASSETS BY CATEGORY
-------------------------   ----------------------------------------------------------
Bret W. Stanley             11 Registered Mutual Funds with $14,632,389,656 in total
                            assets under management

                            1 Unregistered Pooled Investment Vehicle with $8,108,039
                            in total assets under management

                            3596 Other Accounts with $1,078,482,755 in total assets
                            under management(3)

                            AIM CONSERVATIVE ALLOCATION FUND

Gary K. Wendler             None

                                AIM GLOBAL EQUITY FUND

Derek S. Izuel              4 Unregistered Pooled Investment Vehicles with
                            $922,755,643 in total assets under management

Eric Thaller                4 Unregistered Pooled Investment Vehicles with
                            $922,755,643 in total assets under management

                                AIM GROWTH ALLOCATION FUND

Gary K. Wendler             None

                                AIM INCOME ALLOCATION FUND(4)

Gary K. Wendler             None

                                AIM INTERNATIONAL ALLOCATION FUND(4)

Gary K. Wendler             None

                            AIM MID CAP CORE EQUITY FUND

Ronald S. Sloan             9 Registered Mutual Funds with $13,962,561,095 in total
                            assets under management

                            2 Unregistered Pooled Investment Vehicles with $55,285,105
                            in total assets under management

                            8796 Other Accounts with $1,925,777,183 in total assets
                            under management(3)

                                AIM MODERATE ALLOCATION FUND

Gary K. Wendler             None

                                AIM MODERATE GROWTH ALLOCATION FUND

Gary K. Wendler             None

                            AIM MODERATELY CONSERVATIVE ALLOCATION FUND

Gary K. Wendler             None


(3) These are accounts of individual investors for which AIM's affiliate, AIM Private Asset Management, Inc. ("APAM") provides investment advice. APAM offers separately managed accounts that are managed according to the investment models developed by AIM's portfolio managers and used in connection with the management of certain AIM funds. APAM accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.

(4) Commenced operations on October 28, 2005.

H-5

                             NUMBER OF ACCOUNTS MANAGED BY EACH PORTFOLIO MANAGER AND
NAME OF PORTFOLIO MANAGER                   TOTAL ASSETS BY CATEGORY
-------------------------   ----------------------------------------------------------
                                AIM SMALL CAP GROWTH FUND

Juliet S. Ellis             5 Registered Mutual Funds with $1,416,009,463 in total
                            assets under management

                            1 Other Account with $124,542 in total assets under
                            management(3)

Juan R. Hartsfield          5 Registered Mutual Funds with $1,416,009,463 in total
                            assets under management

                            1 Other Account with $124,542 in total assets under
                            management(3)

POTENTIAL CONFLICTS OF INTEREST

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and /or other accounts may be presented with one or more of the following potential conflicts:

- The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. AIM seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds.

- If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, AIM and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts.

- With respect to securities transactions for the Funds, AIM determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as mutual funds for which AIM or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), AIM may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved.

- Finally, the appearance of a conflict of interest may arise where AIM has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities.


(3) These are accounts of individual investors for which AIM's affiliate, AIM Private Asset Management, Inc. ("APAM") provides investment advice. APAM offers separately managed accounts that are managed according to the investment models developed by AIM's portfolio managers and used in connection with the management of certain AIM funds. APAM accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.

H-6

AIM and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

H-7

APPENDIX I

ADMINISTRATIVE SERVICES FEES

The Funds paid AIM the following amounts for administrative services for the last three fiscal years ended December 31:

                  FUND NAME                       2004         2003         2002
                  ---------                     --------     --------     --------
AIM Basic Value Fund                            $697,597     $645,285     $486,863
AIM Conservative Allocation Fund(1)             $ 33,470          N/A          N/A
AIM Global Equity Fund                          $ 50,000     $ 50,000     $ 50,000
AIM Growth Allocation Fund(1)                   $ 33,470          N/A          N/A
AIM Income Allocation Fund(2)                        N/A          N/A          N/A
AIM International Allocation Fund(2)                 N/A          N/A          N/A
AIM Mid Cap Core Equity Fund                    $592,602     $487,969     $274,931
AIM Moderate Allocation Fund(1)                 $ 33,470          N/A          N/A
AIM Moderate Growth Allocation Fund(3)               N/A          N/A          N/A
AIM Moderately Conservative Allocation Fund(3)       N/A          N/A          N/A
AIM Small Cap Growth Fund                       $437,687     $365,048     $206,896

(1) Commenced operations on April 30, 2004.

(2) Commenced operations on October 28, 2005.

(3) Commenced operations on April 29, 2005.

I-1

APPENDIX J

BROKERAGE COMMISSIONS

Brokerage commissions(1) paid by each of the Funds listed below during the last three fiscal years ended December 31 were as follows:

                     FUND                             2004           2003           2002
                     ----                          ----------     ----------     ----------
AIM Basic Value Fund(3)                            $2,061,261     $4,078,941     $7,413,401
AIM Conservative Allocation Fund(2)                         0            N/A            N/A
AIM Global Equity Fund(4)                             466,738        851,859        435,419
AIM Growth Allocation Fund(2)                               0            N/A            N/A
AIM Income Allocation Fund(5)                             N/A            N/A            N/A
AIM International Allocation Fund(5)                      N/A            N/A            N/A
AIM Mid Cap Core Equity Fund                        4,624,704      3,392,660      2,957,059
AIM Moderate Allocation Fund(2)                             0            N/A            N/A
AIM Moderate Growth Allocation Fund(6)                    N/A            N/A            N/A
AIM Moderately Conservative Allocation Fund(6)            N/A            N/A            N/A
AIM Small Cap Growth Fund(7)                        4,324,262      2,705,367      1,470,812

(1) Disclosure regarding brokerage commissions is limited to commissions paid on agency trades and designated as such on the trade confirm.

(2) Commenced operations on April 30, 2004.

(3) The variation in brokerage commissions paid by AIM Basic Value Fund for the fiscal years ended December 31, 2004 and 2003, was due to lower portfolio activity in 2004, based on the attractive investment opportunities the portfolio management team believed were represented in the fund throughout the year.

(4) The variation in brokerage commissions paid by AIM Global Equity Fund for the fiscal year ended December 31, 2004 as compared to the prior fiscal year ended December 31, 2003 was due to the variation in brokerage commissions paid by AIM Global Equity Fund for the fiscal years ended December 31, 2004 and 2003, was largely due to lower portfolio activity in 2004. The management team makes trades based on its assessment of the risk/return tradeoff in the marketplace, so any variation in portfolio activity from one year to the next is a function of this assessment.

(5) Commenced operations on October 28, 2005.

(6) Commenced operations on April 29, 2005.

(7) The variation in brokerage commissions paid by AIM Small Cap Growth Fund for the fiscal years ended December 31, 2004 and 2003, as compared to the prior fiscal year, was due to an increase in transactions executed with commissions as a result of the realignment of the Fund's portfolio to fit the investment process of the current management team that assumed management of the Fund in September of 2004.

J-1

APPENDIX K

DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF
SECURITIES OF REGULAR BROKERS OR DEALERS

During the last fiscal year ended December 31, 2004, each Fund allocated the following amount of transactions to broker-dealers that provided AIM with certain research, statistics and other information:

                                                                                  Related
                     Fund                             Transactions(1)     Brokerage Commissions(1)
                     ----                             ---------------     ------------------------
AIM Basic Value Fund                                 $1,242,510,780.79         $3,387,080.82
AIM Conservative Allocation Fund(2)                                  0                 0
AIM Global Equity Fund                               $  414,043,484.95         $  350,106.33
AIM Growth Allocation Fund(2)                                        0                     0
AIM Income Allocation Fund(2,3)                                    N/A                   N/A
AIM International Allocation Fund(2,3)                             N/A                   N/A
AIM Mid Cap Core Equity Fund                         $2,319,519,878.23         $3,470,282.87
AIM Moderate Allocation Fund(2)                                      0                     0
AIM Moderate Growth Allocation Fund(2,4)                           N/A                   N/A
AIM Moderately Conservative Allocation Fund(2,4)                   N/A                   N/A
AIM Small Cap Growth Fund                            $1,319,584,065.26         $4,721,675.64

During the last fiscal year ended December 31, 2004, the following Funds purchased securities by the following companies, which are "regular" brokers or dealers of one or more of the Funds identified below:

                                                                 Market Value
                                                                 ------------
Issuer                                  Security           (as of December 31, 2004)
------                                  --------           -------------------------
AIM Basic Value Fund
      J.P. Morgan Chase & Co.         Common Stock                $242,383,174
      Merrill Lynch & Co., Inc.       Common Stock                 158,808,890
      Morgan Stanley                  Common Stock                 169,719,088

AIM Global Equity Fund
      ABN AMRO Holding N.V.           Common Stock                $  3,370,268

AIM Small Cap Growth Fund
      Jefferies Group, Inc.           Common Stock                   9,727,620
      Piper Jaffray Cos., Inc.        Common Stock                $  7,269,220

(1) Amount is inclusive of commissions paid to, and brokerage transactions placed with, certain brokers that provide execution, research and other services.

(2) This fund is a fund of funds, and therefore does not allow transactions for research, statistics or other information. However, for such data for each of the underlying funds which comprise the subject fund of funds, please see the SAI of each underlying fund.

(3) Commenced operations on October 28, 2005.

(4) Commenced operations on April 29, 2005.

K-1

APPENDIX L

AMOUNTS PAID TO A I M DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS

A list of amounts paid by each class of shares to AIM Distributors pursuant to the Plans for the fiscal year ended December 31, 2004 follows:

                                                     CLASS A         CLASS B         CLASS C        CLASS R
                     FUND                            SHARES          SHARES          SHARES         SHARES
                     ----                            ------          ------          ------         ------
AIM Basic Value Fund                               $14,891,022     $19,569,452     $6,757,711      $104,692
AIM Conservative Allocation Fund                        22,251          33,661         37,463         2,838
AIM Global Equity Fund                                 681,690         642,518        130,813          N/A2
AIM Growth Allocation Fund                              35,636          63,305         33,885         1,704
AIM Income Allocation Fund(1)                              N/A             N/A            N/A           N/A
AIM International Allocation Fund(1)                       N/A             N/A            N/A           N/A
AIM Mid Cap Core Equity Fund                         8,097,059       7,044,856      3,172,774       236,821
AIM Moderate Allocation Fund                            68,484         124,720         92,170         2,377
AIM Moderate Growth Allocation Fund(2)                     N/A             N/A            N/A           N/A
AIM Moderately Conservative Allocation Fund(2)             N/A             N/A            N/A           N/A
AIM Small Cap Growth Fund                            5,494,140       1,619,722        442,711        70,406

(1) Commenced operations on October 28, 2005.

(2) Commenced operations on April 29, 2005.

L-1

APPENDIX M

ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS

An estimate by category of the allocation of actual fees paid by Class A shares of the Funds during the fiscal year ended December 31, 2004 follows:

                                                     PRINTING &            UNDERWRITERS    DEALERS     TRAVEL RELATING
                                        ADVERTISING   MAILING    SEMINARS  COMPENSATION  COMPENSATION    TO MARKETING   PERSONNEL
                                        -----------  ----------  --------  ------------  ------------  ---------------  ---------
AIM Basic Value Fund                     $502,869     $51,897    $194,487      $  0      $11,679,479       $107,492     $2,354,798
AIM Conservative Allocation Fund              917          82         182         0           17,437              0          3,633
AIM Global Equity Fund                     18,408       1,704       5,324         0          571,665          2,958         81,631
AIM Growth Allocation Fund                  1,457         144         229         0           28,086              0          5,720
AIM Income Allocation Fund(1)                 N/A         N/A         N/A       N/A              N/A            N/A            N/A
AIM International Allocation Fund(1)          N/A         N/A         N/A       N/A              N/A            N/A            N/A
AIM Mid Cap Core Equity Fund               37,376       3,845      13,777         0        5,877,379          7,586        173,585
AIM Moderate Allocation Fund                2,642         252         499         0           54,009            200         10,882
AIM Moderate Growth Allocation Fund(2)        N/A         N/A         N/A       N/A              N/A            N/A            N/A
AIM Moderately Conservative Allocation
  Fund(2)                                     N/A         N/A         N/A       N/A              N/A            N/A            N/A
AIM Small Cap Growth Fund                       0           0           0         0        3,924,386              0              0

An estimate by category of the allocation of actual fees paid by Class B shares of the Funds during the fiscal year ended December 31, 2004 follows:

                                                     PRINTING &            UNDERWRITERS    DEALERS     TRAVEL RELATING
                                        ADVERTISING   MAILING    SEMINARS  COMPENSATION  COMPENSATION    TO MARKETING   PERSONNEL
                                        -----------  ----------  --------  ------------  ------------  ---------------  ---------
AIM Basic Value Fund                      $44,718      $4,571     $16,617  $14,677,089    $4,610,064        $9,149      $207,244
AIM Conservative Allocation Fund              300           0         150       25,246         6,162             0         1,803
AIM Global Equity Fund                      1,562         170         473      481,889       151,963           158         6,303
AIM Growth Allocation Fund                    691          54         149       47,479        11,951             0         2,981
AIM Income Allocation Fund(1)                 N/A         N/A         N/A          N/A           N/A           N/A           N/A
AIM International Allocation Fund(1)          N/A         N/A         N/A          N/A           N/A           N/A           N/A
AIM Mid Cap Core Equity Fund               27,421       2,837      10,086    5,283,642     1,589,121         5,673       126,075
AIM Moderate Allocation Fund                1,276         111         154       93,540        23,785             0         5,854
AIM Moderate Growth Allocation Fund(2)        N/A         N/A         N/A          N/A           N/A           N/A           N/A
AIM Moderately Conservative Allocation
  Fund(2)                                     N/A         N/A         N/A          N/A           N/A           N/A           N/A
AIM Small Cap Growth Fund                   2,078         205         888    1,214,791       390,983           380        10,397

(1) Commenced operations on October 28, 2005.

(2) Commenced operations on April 29, 2005.

M-1

An estimate by category of the allocation of actual fees paid by Class C shares of the Funds during the fiscal year ended December 31, 2004 follows:

                                                     PRINTING &            UNDERWRITERS    DEALERS     TRAVEL RELATING
                                        ADVERTISING   MAILING    SEMINARS  COMPENSATION  COMPENSATION    TO MARKETING   PERSONNEL
                                        -----------  ----------  --------  ------------  ------------  ---------------  ---------
AIM Basic Value Fund                      $32,949      $3,402     $12,505    $801,748     $5,744,257       $7,270       $155,580
AIM Conservative Allocation Fund              307           0         154       9,220         25,784            0          1,998
AIM Global Equity Fund                      1,215         120         668      35,069         86,393            0          7,348
AIM Growth Allocation Fund                    572          57         158      15,592         14,198            0          3,308
AIM Income Allocation Fund(1)                 N/A         N/A         N/A         N/A            N/A          N/A            N/A
AIM International Allocation Fund(1)          N/A         N/A         N/A         N/A            N/A          N/A            N/A
AIM Mid Cap Core Equity Fund               29,096       3,123      11,400     697,393      2,290,995        6,939        133,828
AIM Moderate Allocation Fund                1,367         106         294      30,030         53,896            0          6,477
AIM Moderate Growth Allocation Fund(2)        N/A         N/A         N/A         N/A            N/A          N/A            N/A
AIM Moderately Conservative Allocation
  Fund(2)                                     N/A         N/A         N/A         N/A            N/A          N/A            N/A
AIM Small Cap Growth Fund                   1,373         177         423      26,624        408,902          141          5,071

An estimate by category of the allocation of actual fees paid by Class R shares of the Funds during the fiscal year ended December 31, 2004 follows:

                                                     PRINTING &            UNDERWRITERS    DEALERS     TRAVEL RELATING
                                        ADVERTISING   MAILING    SEMINARS  COMPENSATION  COMPENSATION    TO MARKETING   PERSONNEL
                                        -----------  ----------  --------  ------------  ------------  ---------------  ---------
AIM Basic Value Fund                      $ 2,032       $209      $  766     $27,816      $  63,942        $  303        $ 9,624
AIM Conservative Allocation Fund               93          9          26       1,414            886             2            408
AIM Global Equity Fund                        N/A        N/A         N/A         N/A            N/A           N/A            N/A
AIM Growth Allocation Fund(2)                  72          7           4         831            513             3            274
AIM Income Allocation Fund(1)                 N/A        N/A         N/A         N/A            N/A           N/A            N/A
AIM International Allocation Fund(1)          N/A        N/A         N/A         N/A            N/A           N/A            N/A
AIM Mid Cap Core Equity Fund                5,333        537       1,903      64,470        139,461         1,056         24,061
AIM Moderate Allocation Fund                  111         10           1       1,185            641             5            424
AIM Moderate Growth Allocation Fund(2)        N/A        N/A         N/A         N/A            N/A           N/A            N/A
AIM Moderately Conservative Allocation
  Fund(2)                                     N/A        N/A         N/A         N/A            N/A           N/A            N/A
AIM Small Cap Growth Fund                   1,487        146         451      18,100         43,539           251          6,432

(1) Commenced operations on October 28, 2005.

(2) Commenced operations on April 29, 2005.

M-2

APPENDIX N

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:

                                                       2004                  2003                    2002
                                                SALES      AMOUNT     SALES      AMOUNT       SALES      AMOUNT
                                               CHARGES    RETAINED   CHARGES    RETAINED     CHARGES    RETAINED
                                               -------    --------   -------    --------     -------    --------
AIM Basic Value Fund                         $5,381,3011  $868,069  $5,004,113  $759,942   $9,981,981  $1,521,182
AIM Conservative Allocation Fund(1)              352,399    59,963         N/A       N/A          N/A         N/A
AIM Global Equity Fund                           337,797    62,651     158,159    28,656       94,201      16,958
AIM Growth Allocation Fund(1)                    586,285    97,170         N/A       N/A          N/A         N/A
AIM Income Allocation Fund(2)                        N/A       N/A         N/A       N/A          N/A         N/A
AIM International Allocation Fund(2)                 N/A       N/A         N/A       N/A          N/A         N/A
AIM Mid Cap Core Equity Fund                   2,088,488   342,343   4,684,623   701,330    5,400,197     804,255
AIM Moderate Allocation Fund(1)                1,256,804   203,518         N/A       N/A          N/A         N/A
AIM Moderate Growth Allocation Fund(3)               N/A       N/A         N/A       N/A          N/A         N/A
AIM Moderately Conservative Allocation
  Fund(3)                                            N/A       N/A         N/A       N/A          N/A         N/A
AIM Small Cap Growth Fund                        239,932    41,724     334,139    52,197    1,310,416     198,431

The following chart reflects the contingent deferred sales charges paid by Class A, Class B, Class C and Class R shareholders and retained by AIM Distributors for the last three fiscal years ended December 31:

                                                          2004       2003       2002
                                                          ----       ----       ----
AIM Basic Value Fund                                    $357,488   $117,667   $235,808
AIM Conservative Allocation Fund(1)                        8,521        N/A        N/A
AIM Global Equity Fund                                    12,946        336      1,906
AIM Growth Allocation Fund(1)                              4,475        N/A        N/A
AIM Income Allocation Fund(2)                                N/A        N/A        N/A
AIM International Allocation Fund(2)                         N/A        N/A        N/A
AIM Mid Cap Core Equity Fund                             135,158     54,978     72,938
AIM Moderate Allocation Fund(1)                            7,550        N/A        N/A
AIM Moderate Growth Allocation Fund(3)                       N/A        N/A        N/A
AIM Moderately Conservative Allocation Fund(3)               N/A        N/A        N/A
AIM Small Cap Growth Fund                                 24,656     26,238     53,881

(1) Commenced operations on April 30, 2004.

(2) Commenced operations on October 28, 2005.

(3) Commenced operations on April 29, 2005.

N-1

APPENDIX O

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 June 30, 2005 are as follows:

                                                                         PERIODS ENDED
                                                                         JUNE 30, 2005
                                               ----------------------------------------------------------------
                                                                                        SINCE         INCEPTION
            CLASS A SHARES:                    1 YEAR      5 YEARS      10 YEARS      INCEPTION          DATE
            --------------                     ------      -------      --------      ---------       ---------
AIM Basic Value Fund                                                       N/A                         10/18/95
AIM Conservative Allocation Fund(1)              N/A         N/A           N/A                         04/30/04
AIM Global Equity Fund                                                     N/A                         09/15/97
AIM Growth Allocation Fund(1)                    N/A         N/A           N/A                         04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A           N/A           N/A           10/28/05
AIM International Allocation Fund(2)             N/A         N/A           N/A           N/A           10/28/05
AIM Mid Cap Core Equity Fund                                                             N/A           06/09/87
AIM Moderate Allocation Fund(1)                  N/A         N/A           N/A                         04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A           N/A           N/A           04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A           N/A           N/A           04/29/05
AIM Small Cap Growth Fund                                                  N/A                         10/18/95

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 if less than ten years) ended June 30, 2005 are as follows:

                                                                         PERIODS ENDED
                                                                         JUNE 30, 2005
                                               ----------------------------------------------------------------
                                                                                        SINCE         INCEPTION
            CLASS B SHARES:                    1 YEAR      5 YEARS      10 YEARS      INCEPTION          DATE
            --------------                     ------      -------      --------      ---------       ---------
AIM Basic Value Fund                                                       N/A                         10/18/95
AIM Conservative Allocation Fund(1)              N/A         N/A           N/A                         04/30/04
AIM Global Equity Fund                                                     N/A                         09/15/97
AIM Growth Allocation Fund(1)                    N/A         N/A           N/A                         04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A           N/A           N/A           10/28/05
AIM International Allocation Fund(2)             N/A         N/A           N/A           N/A           10/28/05
AIM Mid Cap Core Equity Fund                                                             N/A           04/01/93
AIM Moderate Allocation Fund(1)                  N/A         N/A           N/A                         04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A           N/A           N/A           04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A           N/A           N/A           04/29/05
AIM Small Cap Growth Fund                                                  N/A                         10/18/95

(1) Commenced operations on April 30, 2004. [All returns are cumulative.]

(2) Commenced operations on October 28, 2005.

(3) Commenced operations on April 29, 2005.

O-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 June 30, 2005 are as follows:

                                                               PERIODS ENDED
                                                               JUNE 30, 2005
                                               ------------------------------------------------
                                                                          SINCE       INCEPTION
            CLASS C SHARES:                    1 YEAR      5 YEARS      INCEPTION       DATE
            --------------                     ------      -------      ---------     ---------
AIM Basic Value Fund                                                                  05/03/99
AIM Conservative Allocation Fund(1)              N/A         N/A                      04/30/04
AIM Global Equity Fund                                                                01/02/98
AIM Growth Allocation Fund(1)                    N/A         N/A                      04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A           N/A        10/28/05
AIM International Allocation Fund(2)             N/A         N/A           N/A        10/28/05
AIM Mid Cap Core Equity Fund                                                          05/03/99
AIM Moderate Allocation Fund(1)                  N/A         N/A                      04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A           N/A        04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A           N/A        04/29/05
AIM Small Cap Growth Fund                                                             05/03/99

The average annual total returns (not including the 0.75% contingent deferred sales charge that may be imposed on a total redemption of retirement plan assets within the first year) for each Fund, with respect to its Class R shares, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are as follows:

                                                                         PERIODS ENDED
                                                                         JUNE 30, 2005
                                               ----------------------------------------------------------------
                                                                                        SINCE         INCEPTION
         CLASS R SHARES:                       1 YEAR      5 YEARS      10 YEARS      INCEPTION         DATE
         --------------                        ------      -------      --------      ---------       ---------
AIM Basic Value Fund(4)                                                    N/A                         10/18/95
AIM Conservative Allocation Fund(1)              N/A         N/A           N/A                         04/30/04
AIM Global Equity Fund(5)                        N/A         N/A           N/A           N/A           10/28/05
AIM Growth Allocation Fund(1)                    N/A         N/A           N/A                         04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A           N/A           N/A           10/28/05
AIM International Allocation Fund(2)             N/A         N/A           N/A           N/A           10/28/05
AIM Mid Cap Core Equity Fund(4)                                                          N/A           06/09/87
AIM Moderate Allocation Fund(1)                  N/A         N/A           N/A                         04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A           N/A           N/A           04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A           N/A           N/A           04/29/05
AIM Small Cap Growth Fund(4)                                               N/A                         10/18/95

(1) Commenced operations on April 30, 2004. [All returns are cumulative.]

(2) Commenced operations on October 28, 2005

(3) Commenced operations on April 29, 2005.

(4) The returns shown for the one year period are the historical returns of the Fund's Class R shares. The returns shown for the five and ten year periods and since inception are the blended returns of the historical performance of the Funds' Class R

O-2

shares since their inception and the restated historical performance of the Funds' Class A shares (for periods prior to inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to the Class R shares. The inception date shown in the table is that of the Funds' Class A shares. The inception date of the Funds' Class R shares is June 3, 2002.

(5) The returns shown for these periods are the restated historical performance of AIM Global Equity Fund's Class A shares at the net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. The inception date shown in the table is that of the Class A shares. The inception date of the Fund's Class R shares is October 28, 2005.

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 June 30, 2005 are as follows:

                                                                         PERIODS ENDED
                                                                         JUNE 30, 2005
                                               ----------------------------------------------------------------
                                                                                        SINCE         INCEPTION
            CLASS A SHARES:                    1 YEAR      5 YEARS      10 YEARS      INCEPTION         DATE
            --------------                     ------      -------      --------      ---------       ---------
AIM Basic Value Fund                                                        N/A                        10/18/95
AIM Conservative Allocation Fund(1)              N/A         N/A            N/A                        04/30/04
AIM Global Equity Fund                                                      N/A                        09/15/97
AIM Growth Allocation Fund(1)                    N/A         N/A            N/A                        04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A            N/A          N/A           10/28/05
AIM International Allocation Fund(2)             N/A         N/A            N/A          N/A           10/28/05
AIM Mid Cap Core Equity Fund                                                             N/A           06/09/87
AIM Moderate Allocation Fund(1)                  N/A         N/A            N/A                        04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A            N/A          N/A           04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A            N/A          N/A           04/29/05
AIM Small Cap Growth Fund                                                   N/A                        10/18/95

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 June 30, 2005 are as follows:

                                                                         PERIODS ENDED
                                                                         JUNE 30, 2005
                                               ----------------------------------------------------------------
                                                                                        SINCE         INCEPTION
            CLASS B SHARES:                    1 YEAR      5 YEARS      10 YEARS      INCEPTION         DATE
            --------------                     ------      -------      --------      ---------       ---------
AIM Basic Value Fund                                                       N/A                         10/18/95
AIM Conservative Allocation Fund(1)              N/A         N/A           N/A                         04/30/04
AIM Global Equity Fund                                                     N/A                         09/15/97
AIM Growth Allocation Fund(1)                    N/A         N/A           N/A                         04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A           N/A           N/A           10/28/05
AIM International Allocation Fund(2)             N/A         N/A           N/A           N/A           10/28/05
AIM Mid Cap Core Equity Fund                                                             N/A           04/01/93
AIM Moderate Allocation Fund(1)                  N/A         N/A           N/A                         04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A           N/A           N/A           04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A           N/A           N/A           04/29/05
AIM Small Cap Growth Fund                                                  N/A                         10/18/95

(1) Commenced operations on April 30, 2004. [All returns are cumulative.]

(2) Commenced operations on October 28, 2005

(3) Commenced operations on April 29, 2005.

O-3

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 June 30, 2005 are as follows:

                                                                         PERIODS ENDED
                                                                         JUNE 30, 2005
                                               ----------------------------------------------------------------
                                                                                        SINCE         INCEPTION
            CLASS C SHARES:                    1 YEAR      5 YEARS      10 YEARS      INCEPTION         DATE
            --------------                     ------      -------      --------      ---------       ---------
AIM Basic Value Fund                                                       N/A                        05/03/99
AIM Conservative Allocation Fund(1)              N/A         N/A           N/A                        04/30/04
AIM Global Equity Fund                                                     N/A                        01/02/98
AIM Growth Allocation Fund(1)                    N/A         N/A           N/A                        04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A           N/A           N/A          10/28/05
AIM International Allocation Fund(2)             N/A         N/A           N/A           N/A          10/28/05
AIM Mid Cap Core Equity Fund                                               N/A                        05/03/99
AIM Moderate Allocation Fund(1)                  N/A         N/A           N/A                        04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A           N/A           N/A          04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A           N/A           N/A          04/29/05
AIM Small Cap Growth Fund                                                  N/A                        05/03/99

The cumulative total returns (not including the 0.75% contingent deferred sales charge that may be imposed on a total redemption of retirement plan assets within the first year) for each Fund, with respect to its Class R shares, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are as follows:

                                                                         PERIODS ENDED
                                                                         JUNE 30, 2005
                                               ----------------------------------------------------------------
                                                                                        SINCE         INCEPTION
            CLASS R SHARES:                    1 YEAR      5 YEARS      10 YEARS      INCEPTION         DATE
            --------------                     ------      -------      --------      ---------       ---------
AIM Basic Value Fund(4)                                                    N/A                         10/18/95
AIM Conservative Allocation Fund(1)              N/A         N/A           N/A                         04/30/04
AIM Global Equity Fund(5)                        N/A         N/A           N/A           N/A           10/28/05
AIM Growth Allocation Fund(1)                    N/A         N/A           N/A                         04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A           N/A           N/A           10/28/05
AIM International Allocation Fund(2)             N/A         N/A           N/A           N/A           10/28/05
AIM Mid Cap Core Equity Fund(4)                                                          N/A           06/09/87
AIM Moderate Allocation Fund(1)                  N/A         N/A           N/A                         04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A           N/A           N/A           04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A           N/A           N/A           04/29/05
AIM Small Cap Growth Fund(4)                                               N/A                         10/18/95

(1) Commenced operations on April 30, 2004.

(2) Commenced operations on October 28, 2005

(3) Commenced operations on April 29, 2005.

(4) The returns shown for the one year period are the historical returns of the Fund's Class R shares. The returns shown for the five and ten year periods and since inception are the blended returns of the historical performance of the Funds' Class R shares since their inception and the restated historical performance of the Funds' Class A shares (for periods prior to inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to the Class R shares. The inception date shown in the table is that of the funds' Class A shares. The inception date of the Funds' Class R shares is June 3, 2002.

O-4

(5) The returns shown for these periods are the restated historical performance of AIM Global Equity Fund's Class A shares at the net asset value adjusted to reflect the higher Rule 12b-1 fees applicable to Class R shares. The inception date shown i the table is that of the Class A shares. The inception date of the Fund's Class R shares is October 28, 2005.

AVERAGE ANNUAL TOTAL RETURNS (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 June 30, 2005 are as follows:

                                                                         PERIODS ENDED
                                                                         JUNE 30, 2005
                                               ----------------------------------------------------------------
                                                                                        SINCE         INCEPTION
            CLASS A SHARES:                    1 YEAR      5 YEARS      10 YEARS      INCEPTION         DATE
            --------------                     ------      -------      --------      ---------       ---------
AIM Basic Value Fund                                                       N/A                         10/18/95
AIM Conservative Allocation Fund(1)              N/A         N/A           N/A                         04/30/04
AIM Global Equity Fund                                                     N/A                         09/15/97
AIM Growth Allocation Fund(1)                    N/A         N/A           N/A                         04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A           N/A           N/A           10/28/05
AIM International Allocation Fund(2)             N/A         N/A           N/A           N/A           10/28/05
AIM Mid Cap Core Equity Fund                                                             N/A           06/09/87
AIM Moderate Allocation Fund(1)                  N/A         N/A           N/A                         04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A           N/A           N/A           04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A           N/A           N/A           04/29/05
AIM Small Cap Growth Fund                                                  N/A                         10/18/95

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 June 30, 2005 are as follows:

                                                                         PERIODS ENDED
                                                                         JUNE 30, 2005
                                               ----------------------------------------------------------------
                                                                                        SINCE         INCEPTION
            CLASS B SHARES:                    1 YEAR      5 YEARS      10 YEARS      INCEPTION         DATE
            --------------                     ------      -------      --------      ---------       ---------
AIM Basic Value Fund                                                       N/A                         10/18/95
AIM Conservative Allocation Fund(1)              N/A         N/A           N/A                         04/30/04
AIM Global Equity Fund                                                     N/A                         09/15/97
AIM Growth Allocation Fund(1)                    N/A         N/A           N/A                         04/30/04
AIM Income Allocation Fund(2)                    N/A         N/A           N/A           N/A           10/28/05
AIM International Allocation Fund(2)             N/A         N/A           N/A           N/A           10/28/05
AIM Mid Cap Core Equity Fund                                                             N/A           04/01/93
AIM Moderate Allocation Fund(1)                  N/A         N/A           N/A                         04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A         N/A           N/A           N/A           04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A         N/A           N/A           N/A           04/29/05
AIM Small Cap Growth Fund                                                  N/A                         10/18/95

(1) Commenced operations on April 30, 2004. [All returns are cumulative.]

(2) Commenced operations on October 28, 2005.

(3) Commenced operations on April 29, 2005.

O-5

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 June 30, 2005 are as follows:

                                                              PERIODS ENDED
                                                              JUNE 30, 2005
                                                ----------------------------------------
                                                                      SINCE     INCEPTION
    CLASS C SHARES:                            1 YEAR    5 YEARS    INCEPTION     DATE
    --------------                             ------    -------    ---------   ---------
AIM Basic Value Fund                                                             05/03/99
AIM Conservative Allocation Fund(1)              N/A        N/A                  04/30/04
AIM Global Equity Fund                                                           01/02/98
AIM Growth Allocation Fund(1)                    N/A        N/A                  04/30/04
AIM Income Allocation Fund(2)                    N/A        N/A        N/A       10/28/05
AIM International Allocation Fund(2)             N/A        N/A        N/A       10/28/05
AIM Mid Cap Core Equity Fund                                                     05/03/99
AIM Moderate Allocation Fund(1)                  N/A        N/A                  04/30/04
AIM Moderate Growth Allocation Fund(3)           N/A        N/A        N/A       04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                            N/A        N/A        N/A       04/29/05
AIM Small Cap Growth Fund                                                        05/03/99

AVERAGE ANNUAL TOTAL RETURNS (AFTER TAXES ON DISTRIBUTIONS AND REDEMPTION)

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 that ten years) ended June 30, 2005 are as follows:

                                                                PERIODS ENDED
                                                                JUNE 30, 2005
                                            ---------------------------------------------------
                                                                            SINCE     INCEPTION
     CLASS A SHARES:                        1 YEAR   5 YEARS   10 YEARS   INCEPTION     DATE
     --------------                         ------   -------   --------   ---------   ---------
AIM Basic Value Fund                                             N/A                   10/18/95
AIM Conservative Allocation Fund(1)           N/A      N/A       N/A                   04/30/04
AIM Global Equity Fund                                           N/A                   09/15/97
AIM Growth Allocation Fund(1)                 N/A      N/A       N/A                   04/30/04
AIM Income Allocation Fund(2)                 N/A      N/A       N/A         N/A       10/28/05
AIM International Allocation Fund(2)          N/A      N/A       N/A         N/A       10/28/05
AIM Mid Cap Core Equity Fund                                                 N/A       06/09/87
AIM Moderate Allocation Fund(1)               N/A      N/A       N/A                   04/30/04
AIM Moderate Growth Allocation Fund(3)        N/A      N/A       N/A         N/A       04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                         N/A      N/A       N/A         N/A       04/29/05
AIM Small Cap Growth Fund                                        N/A                   10/18/95

(1) Commenced operations on April 30, 2004. [All returns are cumulative.]

(2) Commenced operations on October 28, 2005.

(3) Commenced operations on April 29, 2005.

O-6

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 June 30, 2005 are as follows:

                                                               PERIODS ENDED
                                                               JUNE 30, 2005
                                          -------------------------------------------------------
                                                                            SINCE      INCEPTION
      CLASS B SHARES:                     1 YEAR   5 YEARS    10 YEARS    INCEPTION      DATE
      --------------                      ------   -------    --------    ---------    ---------
AIM Basic Value Fund                                             N/A                    10/18/95
AIM Conservative Allocation Fund(1)         N/A      N/A         N/A                    04/30/04
AIM Global Equity Fund                                           N/A                    09/15/97
AIM Growth Allocation Fund(1)               N/A      N/A         N/A                    04/30/04
AIM Income Allocation Fund(2)               N/A      N/A         N/A         N/A        10/28/05
AIM Income Allocation Fund(2)               N/A      N/A         N/A         N/A        10/28/05
AIM Mid Cap Core Equity Fund                                                 N/A        04/01/93
AIM Moderate Allocation Fund(1)             N/A      N/A         N/A                    04/30/04
AIM Moderate Growth Allocation Fund(3)      N/A      N/A         N/A         N/A        04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                       N/A      N/A         N/A         N/A        04/29/05
AIM Small Cap Growth Fund                                        N/A                    10/18/95

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 June 30, 2005 are as follows:

                                                         PERIODS ENDED
                                                         JUNE 30, 2005
                                           ------------------------------------------
                                                                SINCE       INCEPTION
         CLASS C SHARES:                   1 YEAR   5 YEARS   INCEPTION       DATE
         --------------                    ------   -------   ---------     ---------
AIM Basic Value Fund                                                        05/03/99
AIM Conservative Allocation Fund(1)         N/A       N/A                   04/30/04
AIM Global Equity Fund                                                      01/02/98
AIM Growth Allocation Fund(1)               N/A       N/A                   04/30/04
AIM Income Allocation Fund(2)               N/A       N/A          N/A      10/28/05
AIM International Allocation Fund(2)        N/A       N/A          N/A      10/28/05
AIM Mid Cap Core Equity Fund                                                05/03/99
AIM Moderate Allocation Fund(1)             N/A       N/A                   04/30/04
AIM Moderate Growth Allocation Fund(3)      N/A       N/A          N/A      04/29/05
AIM Moderately Conservative
   Allocation Fund(3)                       N/A       N/A          N/A      04/29/05
AIM Small Cap Growth Fund                                                   05/03/99

(1) Commenced operations on April 30, 2004. [All returns are cumulative.]

(2) Commenced operations on October 28, 2005.

(3) Commenced operations on April 29, 2005.

O-7

APPENDIX P-1
PENDING LITIGATION ALLEGING MARKET TIMING

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more AIM Funds, IFG, AIM, AIM Management, AMVESCAP, certain related entities, certain of their current and former officers and/or certain unrelated third parties and are based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits either have been served or have had service of process waived as of June 20, 2005 (with the exception of the Sayegh lawsuit discussed below).

RICHARD LEPERA, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., INVESCO BOND FUNDS, INC., INVESCO SECTOR FUNDS, INC. AND DOE DEFENDANTS 1-100, in the District Court, City and County of Denver, Colorado, (Civil Action No. 03-CV-7600), filed on October 2, 2003. This claim alleges: common law breach of fiduciary duty; common law breach of contract; and common law tortious interference with contract. The plaintiff in this case is seeking:
compensatory and punitive damages; injunctive relief; disgorgement of revenues and profits; and costs and expenses, including counsel fees and expert fees.

MIKE SAYEGH, ON BEHALF OF THE GENERAL PUBLIC, V. JANUS CAPITAL CORPORATION, JANUS CAPITAL MANAGEMENT LLC, JANUS INVESTMENT FUND, EDWARD J. STERN, CANARY CAPITAL PARTNERS LLC, CANARY INVESTMENT MANAGEMENT LLC, CANARY CAPITAL PARTNERS LTD., KAPLAN & CO. SECURITIES INC., BANK ONE

CORPORATION, BANC ONE INVESTMENT ADVISORS, THE ONE GROUP MUTUAL FUNDS, BANK OF AMERICA CORPORATION, BANC OF AMERICA CAPITAL MANAGEMENT LLC, BANC OF AMERICA ADVISORS LLC, NATIONS FUND INC., ROBERT H. GORDON, THEODORE H. SIHPOL III, CHARLES D. BRYCELAND, SECURITY TRUST COMPANY, STRONG CAPITAL MANAGEMENT INC., JB OXFORD & COMPANY, ALLIANCE CAPITAL MANAGEMENT HOLDING L.P., ALLIANCE CAPITAL MANAGEMENT L.P., ALLIANCE CAPITAL MANAGEMENT CORPORATION, AXA FINANCIAL INC., ALLIANCEBERNSTEIN REGISTRANTS, GERALD MALONE, CHARLES SCHAFFRAN, MARSH & MCLENNAN COMPANIES, INC., PUTNAM INVESTMENTS TRUST, PUTNAM INVESTMENT MANAGEMENT LLC, PUTNAM INVESTMENT
FUNDS, AND DOES 1-500, in the Superior Court of the State of California, County of Los Angeles (Case No. BC304655), filed on October 22, 2003 and amended on December 17, 2003 to substitute INVESCO Funds Group, Inc. and Raymond R. Cunningham for unnamed Doe defendants. This claim alleges unfair business practices and violations of Sections 17200 and 17203 of the California Business and Professions Code. The plaintiff in this case is seeking: injunctive relief; restitution, including pre-judgment interest; an accounting to determine the amount to be returned by the defendants and the amount to be refunded to the public; the creation of an administrative process whereby injured customers of the defendants receive their losses; and counsel fees.

RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY FUND,
v. WILLIAM P. CARMICHAEL, WILLIAM H. GRIGG, THOMAS F. KELLER, CARL E. MUNDY, JR., CORNELIUS J. PINGS, A. MAX WALKER, CHARLES B. WALKER, EDMUND L. BENSON, III, ROBERT H. GORDON, JAMES B. SOMMERS, THOMAS S. WORD, JR., EDWARD D. BEDARD, GERALD MURPHY, ROBERT B. CARROLL, INVESCO GLOBAL ASSET MANAGEMENT, PUTNAM INVESTMENT MANAGEMENT, BANK OF AMERICA CORPORATION, MARSICO CAPITAL MANAGEMENT, LLC, BANC OF AMERICA ADVISORS, LLC, BANC OF AMERICA CAPITAL MANAGEMENT, LLC, AND NATIONS FUNDS TRUST, in the Superior
Court Division,

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State of North Carolina (Civil Action No. 03-CVS-19622), filed on November 14, 2003. This claim alleges common law breach of fiduciary duty; abuse of control; gross mismanagement; waste of fund assets; and unjust enrichment. The plaintiff in this case is seeking: injunctive relief, including imposition of a constructive trust; damages; restitution and disgorgement; and costs and expenses, including counsel fees and expert fees.

L. SCOTT KARLIN, Derivatively ON BEHALF OF INVESCO FUNDS GROUP, INC. V. AMVESCAP, PLC, INVESCO, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., in the
United States District Court, District of Colorado (Civil Action No. 03-MK-2406), filed on November 28, 2003. This claim alleges violations of
Section 36(b) of the Investment Company Act of 1940 ("Investment Company Act"), and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees.

RICHARD RAVER, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC, AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL
PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-F-2441), filed on December 2, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act of 1933 (the "Securities Act"); Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"); Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

JERRY FATTAH, CUSTODIAN FOR BASIM FATTAH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE

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FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in
the United States District Court, District of Colorado (Civil Action No. 03-F-2456), filed on December 4, 2003. This claim alleges violations of:
Sections 11 and 15 of Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

EDWARD LOWINGER AND SHARON LOWINGER, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO; INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in
the United States District Court, Southern District of New York (Civil Action No. 03-CV-9634), filed on December 4, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and
Section 206 of the Advisers Act. The plaintiffs in this case are seeking:
compensatory damages; rescission; return of fees

P-3

paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

JOEL GOODMAN, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC. AND RAYMOND R. CUNNINGHAM, in the District Court, City and County of Denver, Colorado (Case Number 03CV9268), filed on December 5, 2003. This claim alleges common law breach of fiduciary duty and aiding and abetting breach of fiduciary duty. The plaintiffs in this case are seeking: injunctive relief; accounting for all damages and for all profits and any special benefits obtained; disgorgement; restitution and damages; costs and disbursements, including counsel fees and expert fees; and equitable relief.

STEVEN B. EHRLICH, CUSTODIAN FOR ALEXA P. EHRLICH, UGTMA/FLORIDA, AND DENNY P. JACOBSON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND, AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND
JOHN DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-N-2559), filed on December 17, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

JOSEPH R. RUSSO, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY

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GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND, AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in
the United States District Court, Southern District of New York (Civil Action No. 03-CV-10045), filed on December 18, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and
Section 206 of the Advisers Act. The plaintiffs in this case are seeking:
compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AMVESCAP PLC, AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, INVESCO FUNDS GROUP, INC., RAYMOND R. CUNNINGHAM, AND DOES
1-100, in the United States District Court, District of Colorado (Civil Action No. 03-M-2604), filed on December 24, 2003. This claim alleges violations of Sections 404, 405 and 406B of the Employee Retirement Income Security Act ("ERISA"). The plaintiffs in this case are seeking:
declarations that the defendants breached their ERISA fiduciary duties and that they are not entitled to the protection of Section 404(c)(1)(B) of ERISA; an order compelling the defendants to make good all losses to a particular retirement plan described in this case (the "Retirement Plan") resulting from the defendants' breaches of their fiduciary duties, including losses to the Retirement Plan resulting from imprudent investment of the Retirement Plan's assets, and to restore to the Retirement Plan all profits the defendants made through use of the Retirement Plan's assets, and to restore to the Retirement Plan all profits which the participants would have made if the defendants had fulfilled their fiduciary obligations; damages on behalf of the Retirement Plan; imposition of a constructive trust, injunctive relief, damages suffered by the Retirement Plan, to be allocated proportionately to the participants in the Retirement Plan; restitution and other costs and expenses, including counsel fees and expert fees.

PAT B. GORSUCH and GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND AIM
ADVISER, INC., in the United States District Court, District of Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003. This claim alleges violations of Sections 15(a), 20(a) and 36(b) of the Investment Company Act. The plaintiffs in this case are seeking: rescission and/or voiding of the investment advisory agreements; return of fees paid; damages; and other costs and expenses, including counsel fees and expert fees.

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LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS,
LTD., AND JOHN DOES 1-100, in the United States District Court, Southern District of New York (Civil Action No. 04-CV-00492), filed on January 21, 2004. This claim alleges violations of: Sections 11 and 15 of the 1933 Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

ROBERT S. BALLAGH, JR., INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL
PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0152), filed on January 28, 2004. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

JONATHAN GALLO, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE

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OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL PARTNERS, LLC, AND DOES 1-100, in
the United States District Court, District of Colorado (Civil Action No. 04-MK-0151), filed on January 28, 2004. This claim alleges violations of:
Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking:
damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

EILEEN CLANCY, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM AND THOMAS KOLBE, in the United
States District Court, Southern District of New York (Civil Action No. 04-CV-0713), filed on January 30, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act. The plaintiffs in this case are seeking: compensatory damages, rescission; return of fees paid; and other costs and expenses, including counsel fees and expert fees.

SCOTT WALDMAN, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO DYNAMICS FUND, INVESCO EUROPEAN FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, AND RAYMOND CUNNINGHAM,
in the United States District Court, Southern District of New York (Civil Action No. 04-CV-00915), filed on February 3, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act and common law breach of fiduciary duty. The plaintiffs in this case are seeking compensatory damages; injunctive relief; and costs and expenses, including counsel fees and expert fees.

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CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK
FUNDS, INC. AND DOE DEFENDANTS 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-CV-812), filed on February 5, 2004. This claim alleges: common law breach of fiduciary duty; breach of contract; and tortious interference with contract. The plaintiffs in this case are seeking: injunctive relief; damages; disgorgement; and costs and expenses, including counsel fees and expert fees.

HENRY KRAMER, DERIVATIVELY ON BEHALF OF INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., DEFENDANTS, AND INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS, NOMINAL
DEFENDANTS, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0397), filed on March 4, 2004. This claim alleges violations of Section 36(b) of the Investment Company Act and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees.

CYNTHIA L. ESSENMACHER, DERIVATIVELY ON BEHALF OF THE INVESCO DYNAMICS FUND AND THE REMAINING "INVESCO FUNDS" V. INVESCO FUNDS GROUPS, INC., AMVESCAP PLC, AIM MANAGEMENT GROUP, INC., RAYMOND CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE AND MICHAEL LEGOSKI, DEFENDANTS, AND INVESCO DYNAMICS FUND AND THE "INVESCO FUNDS", NOMINAL DEFENDANTS, in the United States District Court, District of Delaware (Civil Action No. 04-CV-188), filed on March 29, 2004. This claim alleges: violations of Section 36(b) of the Investment Company Act; violations of Section 206 of the Advisers Act; common law breach of fiduciary duty; and civil conspiracy. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees and expert fees.

Pursuant to an Order of the MDL Court, plaintiffs in the above lawsuits (with the exception of Carl E. Vonder Haar, et al. v. INVESCO Funds Group, Inc. et al. and Mike Sayegh v. Janus Capital Corporation, et al.) consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties: (i) a Consolidated Amended Class Action Complaint purportedly brought on behalf of shareholders of the AIM Funds (the Lepera lawsuit discussed below); (ii) a Consolidated Amended Fund Derivative Complaint purportedly brought on behalf of the AIM Funds and fund registrants (the Essenmacher lawsuit discussed below); and (iii) an Amended Class Action Complaint for Violations of the Employee Retirement Income Securities Act
("ERISA") purportedly brought on behalf of participants in AMVESCAP's 401(k)
plan (the Calderon lawsuit discussed below). The plaintiffs in the Vonder Haar and Sayegh lawsuits continue to seek remand of their lawsuits to state court. Set forth below is detailed information about these three amended complaints.

RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN), V.

INVESCO FUNDS GROUP, INC., AMVESCAP, PLC, AIM INVESTMENTS, AIM ADVISORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT

LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM STOCK FUNDS, AIM MUTUAL FUNDS, AIM COMBINATION STOCK & BOND FUNDS, AIM SECTOR FUNDS, AIM TREASURER'S SERIES TRUST, INVESCO DISTRIBUTORS, INC., AIM DISTRIBUTORS, INC., RAYMOND R. CUNNINGHAM, TIMOTHY J. MILLER, THOMAS A. KOLBE, MICHAEL D. LEGOSKI, MICHAEL K. BRUGMAN, MARK WILLIAMSON, EDWARD J. STERN, CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., RYAN GOLDBERG, MICHAEL GRADY, CITIGROUP, INC.,

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CITIGROUP GLOBAL MARKETS HOLDINGS, INC., SALOMON SMITH BARNEY, INC., MORGAN STANLEY DW, ANNA BRUGMAN, ANB CONSULTING, LLC, KAPLAN & CO. SECURITIES INC., SECURITY TRUST COMPANY, N.A., GRANT D. SEEGER, JB OXFORD HOLDINGS, INC., NATIONAL CLEARING CORPORATION, JAMES G. LEWIS, KRAIG L. KIBBLE, JAMES Y. LIN, BANK OF AMERICA CORPORATION, BANC OF AMERICA SECURITIES LLC, THEODORE C. SIHPOL, III, BEAR STEARNS & CO., INC., BEAR STEARNS SECURITIES CORP., CHARLES SCHWAB & CO., CREDIT SUISSE FIRST BOSTON (USA) INC., PRUDENTIAL FINANCIAL, INC., PRUDENTIAL SECURITIES, INC., CANADIAN IMPERIAL BANK OF COMMERCE, JP MORGAN CHASE AND CO., AND JOHN DOE
DEFENDANTS 1-100, in the MDL Court (Case No. 04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States District Court for the District of Colorado), filed on September 29, 2004. This lawsuit alleges violations of Sections 11, 12(a) (2), and 15 of the Securities Act;
Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder;
Section 20(a) of the Exchange Act; Sections 34(b), 36(a), 36(b) and 48(a) of the Investment Company Act; breach of fiduciary duty/constructive fraud; aiding and abetting breach of fiduciary duty; and unjust enrichment. The plaintiffs in this lawsuit are seeking: compensatory damages, including interest; and other costs and expenses, including counsel and expert fees.

CYNTHIA ESSENMACHER, SILVANA G. DELLA CAMERA, FELICIA BERNSTEIN AS CUSTODIAN FOR DANIELLE BROOKE BERNSTEIN, EDWARD CASEY, TINA CASEY, SIMON DENENBERG, GEORGE L. GORSUCH, PAT B. GORSUCH, L. SCOTT KARLIN, HENRY KRAMER, JOHN E. MORRISEY, HARRY SCHIPPER, BERTY KREISLER, GERSON SMITH, CYNTHIA PULEO, ZACHARY ALAN STARR, JOSHUA GUTTMAN, AND AMY SUGIN, DERIVATIVELY ON BEHALF OF THE MUTUAL FUNDS, TRUSTS AND CORPORATIONS COMPRISING THE INVESCO AND AIM FAMILY OF MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., INVESCO DISTRIBUTORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM MANAGEMENT GROUP, INC., AIM ADVISERS, INC., AIM INVESTMENT SERVICES, INC., AIM DISTRIBUTORS, INC., FUND

MANAGEMENT COMPANY, MARK H. WILLIAMSON, RAYMOND R. CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE, MICHAEL LEGOSKI, MICHAEL BRUGMAN, FRED A. DEERING, VICTOR L. ANDREWS, BOB R. BAKER, LAWRENCE H. BUDNER, JAMES T. BUNCH, GERALD J. LEWIS, JOHN W. MCINTYRE, LARRY SOLL, RONALD L. GROOMS, WILLIAM J. GALVIN, JR., ROBERT H. GRAHAM, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JACK M. FIELDS, CARL FRISCHILING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, LOUIS S. SKLAR, OWEN DALY II, AURUM SECURITIES CORP., AURUM CAPITAL MANAGEMENT CORP., GOLDEN GATE FINANCIAL GROUP, LLC, BANK OF AMERICA CORP., BANC OF AMERICA SECURITIES LLC, BANK OF AMERICA, N.A., BEAR STEARNS & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY INVESTMENT MANAGEMENT, LLC, EDWARD J. STERN, CANADIAN IMPERIAL BANK OF COMMERCE, CIRCLE TRUST COMPANY, RYAN GOLDBERG, MICHAEL GRADY, KAPLAN & CO. SECURITIES, INC., JP MORGAN CHASE & CO., OPPENHEIMER & CO., INC., PRITCHARD CAPITAL PARTNERS LLC, TIJA MANAGEMENT, TRAUTMAN WASSERMAN & COMPANY, INC., DEFENDANTS, AND THE INVESCO FUNDS AND THE AIM FUNDS AND ALL TRUSTS AND CORPORATIONS THAT COMPRISE THE INVESCO FUNDS AND AIM FUNDS THAT WERE MANAGED BY INVESCO AND AIM, NOMINAL DEFENDANTS, in the MDL Court (Case No. 04-MD-15864-FPS; No. 04-819), filed on September 29, 2004. This lawsuit alleges violations of Sections 206 and 215 of the Investment Advisers Act; Sections 36(a), 36(b) and 47 of the Investment Company Act; control person liability under Section 48 of the Investment Company Act; breach of fiduciary duty; aiding and abetting breach of fiduciary duty; breach of contract; unjust enrichment; interference with contract; and

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civil conspiracy. The plaintiffs in this lawsuit are seeking: removal of director defendants; removal of adviser, sub-adviser and distributor defendants; rescission of management and other contracts between the Funds and defendants; rescission of 12b-1 plans; disgorgement of management fees and other compensation/profits paid to adviser defendants; compensatory and punitive damages; and fees and expenses, including attorney and expert fees.

MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, INVESCO FUNDS GROUP, INC., AMVESCAP, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, AND RAYMOND R. CUNNINGHAM, in the MDL Court (Case No. 1:04-MD-15864-FPS), filed on September 29, 2004. This lawsuit alleges violations of ERISA Sections 404, 405 and 406. The plaintiffs in this lawsuit are seeking: declaratory judgment; restoration of losses suffered by the plan; disgorgement of profits; imposition of a constructive trust; injunctive relief; compensatory damages; costs and attorneys' fees; and equitable restitution.

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APPENDIX P-2
PENDING LITIGATION ALLEGING INADEQUATELY EMPLOYED FAIR VALUE PRICING

The following civil class action lawsuits involve, depending on the lawsuit, one or more AIM Funds, IFG and/or AIM and allege that the defendants inadequately employed fair value pricing. These lawsuits either have been served or have had service of process waived as of June 20, 2005.

T.K. PARTHASARATHY, EDMUND WOODBURY, STUART ALLEN SMITH AND SHARON SMITH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. T. ROWE PRICE INTERNATIONAL FUNDS, INC., T. ROWE PRICE INTERNATIONAL, INC., ARTISAN FUNDS, INC., ARTISAN PARTNERS LIMITED PARTNERSHIP, AIM INTERNATIONAL FUNDS, INC. AND AIM ADVISORS, INC., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 2003-L-001253), filed on September 23, 2003. This claim alleges: common law breach of duty and common law negligence and gross negligence. The plaintiffs in these cases are seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. The Third Judicial Circuit Court for Madison County, Illinois has issued an order severing the claims of plaintiff Parthasarathy from the claims of the other plaintiffs against AIM and other defendants. As a result, AIM is a defendant in the following severed action: EDMUND WOODBURY, STUART ALLEN SMITH and SHARON SMITH, Individually and On Behalf of All Others Similarly Situated, v. AIM INTERNATIONAL FUNDS, INC., ET AL., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 03-L-1253A). The claims made by plaintiffs and the relief sought in the Woodbury lawsuit are identical to those in the Parthasarathy lawsuit. On April 22, 2005, Defendants in the Woodbury lawsuit removed the action to Federal Court (U.S. District Court, Southern District of Illinois, No. 05-CV-302-DRH). Based on a recent Federal appellate court decision (the "Kircher" case), AIM and the other defendants in the Woodbury lawsuit removed the action to Federal court (U.S. District Court, Southern District of Illinois, Cause No. 05-CV-302-DRH) on April 22, 2005. On April 26, 2005, AIM and the other defendants filed their Motion to Dismiss the plaintiffs' state law based claims. On June 10, 2005, the Court dismissed the Woodbury lawsuit based upon the Kircher ruling and ordered the court clerk to close this case. Plaintiffs filed a Motion to Amend the Judgment arguing that the Kircher ruling does not apply to require the dismissal of the claims against AIM in the Woodbury lawsuit. On July 7, 2005, the Court denied this Motion.

JOHN BILSKI, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM INTERNATIONAL FUNDS, INC., AIM ADVISORS, INC., INVESCO INTERNATIONAL FUNDS, INC., INVESCO FUNDS GROUP, INC., T. ROWE PRICE INTERNATIONAL FUNDS, INC. AND T. ROWE PRICE INTERNATIONAL, INC., in the
United States District Court, Southern District of Illinois (East St. Louis) (Case No. 03-772), filed on November 19, 2003. This claim alleges:
violations of Sections 36(a) and 36(b) of the Investment Company Act of 1940; common law breach of duty; and common law negligence and gross negligence. The plaintiff in this case is seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. This lawsuit has been transferred to the MDL Court by order of the United States District Court, Southern District of Illinois (East St. Louis).

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APPENDIX P-3

PENDING LITIGATION ALLEGING EXCESSIVE ADVISORY AND/OR DISTRIBUTION FEES

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of IFG, AIM, IINA, ADI and/or INVESCO Distributors and allege that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and, in some cases, also allege that the defendants adopted unlawful distribution plans. These lawsuits either have been served or have had service of process waived as of June 20, 2005.

All of the lawsuits discussed below have been transferred to the United States District Court for the Southern District of Texas, Houston Division by order of the applicable United States District Court in which they were initially filed. By order of the United States District Court for the Southern District of Texas, Houston Division, the Kondracki and Papia lawsuits discussed below have been consolidated for pre-trial purpose into the Berdat lawsuit discussed below and administratively closed.

RONALD KONDRACKI V. AIM ADVISORS, INC. AND AIM DISTRIBUTOR, INC., in the
United States District Court for the Southern District of Illinois (Civil Action No. 04-CV-263-DRH), filed on April 16, 2004. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 (the "Investment Company Act"). The plaintiff in this case is seeking: damages; injunctive relief; prospective relief in the form of reduced fees; rescission of the investment advisory agreements and distribution plans; and costs and expenses, including counsel fees.

DOLORES BERDAT, MARVIN HUNT, MADELINE HUNT, RANDAL C. BREVER AND RHONDA LECURU V. INVESCO FUNDS GROUP, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO DISTRIBUTORS, INC., AIM ADVISORS, INC. AND AIM DISTRIBUTORS, INC.,
in the United States District Court for the Middle District of Florida, Tampa Division (Case No. 8:04-CV-978-T24-TBM), filed on April 29, 2004. This claim alleges violations of Sections 36(b) and 12(b) of the Investment Company Act. The plaintiffs in this case are seeking: damages; injunctive relief; rescission of the investment advisory agreements and distribution plans; and costs and expenses, including counsel fees.

FERDINANDO PAPIA, FRED DUNCAN, GRACE GIAMANCO, JEFFREY S. THOMAS, COURTNEY KING, KATHLEEN BLAIR, HENRY BERDAT, RUTH MOCCIA, MURRAY BEASLEY AND FRANCES J. BEASLEY V. A I M ADVISORS, INC. AND A I M DISTRIBUTORS, INC.,
in the United States District Court for the Middle District of Florida, Tampa Division (Case No. 8:04-CV-977-T17-MSS), filed on April 29, 2004. This claim alleges violations of Sections 36(b) and 12(b) of the Investment Company Act. The plaintiffs in this case are seeking: damages; injunctive relief; rescission of the investment advisory agreements and distribution plans; and costs and expenses, including counsel fees.

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APPENDIX P-4

PENDING LITIGATION ALLEGING IMPROPER CHARGING OF DISTRIBUTION FEES
ON LIMITED OFFERING FUNDS OR SHARE CLASSES

The following civil lawsuits, including shareholder derivative suits, involve, depending on the lawsuit, one or more of IFG, AIM, ADI and/or certain of the trustees of the AIM Funds and allege that the defendants breached their fiduciary duties by charging distribution fees while AIM Funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same AIM Fund were not charged the same distribution fees. These lawsuits either have been served or have had service of process waived as of June 20, 2005.

By order of the United States District Court for the Southern District of Texas, Houston Division, the Lieber lawsuit discussed below has been consolidated for pre-trial purposes into the Zucker lawsuit discussed below and administratively closed.

LAWRENCE ZUCKER, ON BEHALF OF AIM SMALL CAP GROWTH FUND AND AIM LIMITED MATURITY TREASURY FUND, V. A I M ADVISORS, INC., in the United States
District Court, Southern District of Texas, Houston Division (Civil Action No. H-03-5653), filed on December 10, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 (the "Investment Company Act") and common law breach of fiduciary duty. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees. In March 2005, the parties entered a Stipulation whereby, among other things, the plaintiff agreed to dismiss without prejudice all claims against all of the individual defendants and his claims based on state law causes of action. This effectively limits this case to alleged violations of Section 36(b) against ADI.

STANLEY LIEBER, ON BEHALF OF INVESCO BALANCED FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO EUROPEAN FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO GROWTH & INCOME FUND, INVESCO GROWTH FUND, INVESCO HEALTH SCIENCE FUND, INVESCO HIGH YIELD FUND, INVECO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO LEISURE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO S&P 500 INDEX FUND, INVESCO SELECT INCOME FUND, INVESCO TAX FREE BOND FUND, INVESCO TECHNOLOGY FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO TOTAL RETURN FUND, INVESCO US GOVERNMENT SECURITIES FUND, INVESCO UTILITIES FUND, INVESCO VALUE EQUITY FUND, V. INVESCO FUNDS GROUP, INC. AND A I M
ADVISORS, INC., in the United States District Court, Southern District of Texas, Houston Division (Civil Action No. H-03-5744), filed on December 17, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act and common law breach of fiduciary duty. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees. In March 2005, the parties entered a Stipulation whereby, among other things, the plaintiff agreed to dismiss without prejudice all claims against all of the individual defendants and his claims based on state law causes of action. This effectively limits this case to alleged violations of Section 36(b) against ADI.

HERMAN C. RAGAN, DERIVATIVELY, AND ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., AND A I M DISTRIBUTORS,
INC., in the United States District Court for the Southern District of Georgia, Dublin Division (Civil Action No. CV304-031), filed on May 6, 2004. This claim alleges violations of: Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 thereunder; Sections 17(a) (2) and 17(a) (3) of the Securities Act of 1933; and
Section 36(b) of the Investment Company Act. This claim also alleges controlling person

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liability, within the meaning of Section 20 of the Exchange Act against ADI. The plaintiff in this case is seeking: damages and costs and expenses, including counsel fees.

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APPENDIX P-5
PENDING LITIGATION ALLEGING IMPROPER MUTUAL FUND SALES PRACTICES
AND DIRECTED-BROKERAGE ARRANGEMENTS

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of AIM Management, IFG, AIM, AIS and/or certain of the trustees of the AIM Funds and allege that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively push the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits either have been served or have had service of process waived as of June 20, 2005.

By order of the United States District Court for the Southern District of Texas, Houston Division, the claims made in the Beasley, Kehlbeck Trust, Fry, Apu and Bendix lawsuits discussed below were consolidated into the Boyce lawsuit discussed below and these other lawsuits were administratively closed. On June 7, 2005, plaintiffs filed their Consolidated Amended Complaint in which they make substantially identical allegations to those of the individual underlying lawsuits. However, the City of Chicago Deferred Compensation Plan has been joined as an additional plaintiff in the Consolidated Amended Complaint. Plaintiffs added defendants, including current and former directors/trustees of the AIM Funds formerly advised by IFG.

JOY D. BEASLEY AND SHEILA MCDAID, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND,

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INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the District of Colorado (Civil Action No. 04-B-0958), filed on May 10, 2004. The plaintiffs voluntarily dismissed this case in Colorado and re-filed it on July 2, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2589). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act of 1940 (the "Investment Company Act") and violations of Sections 206 and 215 of the Investment Advisers Act of 1940 (the "Advisers Act"). The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

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RICHARD TIM BOYCE V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND,
INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the District of Colorado (Civil Action No. 04-N-0989), filed on May 13, 2004. The plaintiff voluntarily dismissed this case in Colorado and re-filed it on July 1, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2587). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

KEHLBECK TRUST DTD 1-25-93, BILLY B. KEHLBECK AND DONNA J. KEHLBECK, TTEES V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT

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DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND,
NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2802), filed on July 9, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

JANICE R. FRY, BOB J. FRY, JAMES P. HAYES, VIRGINIA L. MAGBUAL, HENRY W. MEYER AND GEORGE ROBERT PERRY V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS

GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND,

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AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2832), filed on July 12, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

ROBERT P. APU, SUZANNE K. APU, MARINA BERTI, KHANH DINH, FRANK KENDRICK, EDWARD A. KREZEL, DAN B. LESIUK, JOHN B. PERKINS, MILDRED E. RUEHLMAN, LOUIS E. SPERRY, J. DORIS WILLSON AND ROBERT W. WOOD V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL

P-19

SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2884), filed on July 15, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

HARVEY R. BENDIX, CVETAN GEORGIEV, DAVID M. LUCOFF, MICHAEL E. PARMELEE, TRUSTEE OF THE HERMAN S. AND ESPERANZA A.. DRAYER RESIDUAL TRUST U/A 1/22/83 AND STANLEY S. STEPHENSON, TRUSTEE OF THE STANLEY J. STEPHENSON TRUST V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM

INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-3030), filed on July 27, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company

P-20

Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

P-21

APPENDIX P-6
PENDING LITIGATION ALLEGING FAILURE TO ENSURE PARTICIPATION IN
CLASS ACTION SETTLEMENTS

The following civil lawsuit, purporting to be a class action lawsuit, has been filed against AIM, IINA, AIM Capital and the trustees of the AIM Funds alleging that the defendants breached their fiduciary duties by failing to ensure that the AIM Funds participated in class action settlements in which the AIM Funds were eligible to participate. This lawsuit has been served as of June 20, 2005.

AVO HOGAN AND JULIAN W. MEADOWS, ON BEHALF OF THEMSELVES AND ALL OTHERS SIMILARLY SITUATED, V. BOB R. BAKER, FRANK S. BAYLEY, JAMES T. BUNCH, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, ROBERT H. GRAHAM, GERALD J. LEWIS, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, LOUIS S. SKLAR, LARRY SOLL, PH.D, MARK H. WILLIAMSON, AIM INVESTMENTS, LTD., AIM ADVISORS, INC., AIM CAPITAL MANAGEMENT, INC., INVESCO INSTITUTIONAL (N.A.), INC. AND JOHN DOES NO. 1 THROUGH 100, in the United States District Court, Northern District of Texas (Civil Action No. 3:05-CV-73-P), filed on January 11, 2005. This claim alleges violations of Sections 36(a), 36(b) and 47(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty and negligence. The plaintiffs in this case are seeking: compensatory and punitive damages; forfeiture of all commissions and fees paid by the class of plaintiffs; and costs and counsel fees.

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FINANCIAL STATEMENTS

Pursuant to Rule 3-03(d) of Regulation S-X, unaudited financials for the period ended June 30, 2005, for Registrant's portfolios have been included in addition to the portfolios' audited financials for the period ended December 31, 2004. Such financials reflect all adjustments which are of a normal recurring nature and which are in the opinion of management, necessary to a fair statement of the results for the periods presented.

FS


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

SUBJECT TO COMPLETION--DATED AUGUST 11, 2005

AIM BASIC VALUE FUND
AIM CONSERVATIVE ALLOCATION FUND
AIM GLOBAL EQUITY FUND
AIM GROWTH ALLOCATION FUND

AIM INCOME ALLOCATION FUND

AIM INTERNATIONAL ALLOCATION FUND

AIM MID CAP CORE EQUITY FUND
AIM MODERATE ALLOCATION FUND
AIM MODERATE GROWTH ALLOCATION FUND
AIM MODERATELY CONSERVATIVE ALLOCATION FUND
AIM SMALL CAP GROWTH FUND

PROSPECTUS

October 28, 2005

INSTITUTIONAL CLASSES

AIM Basic Value Fund, AIM Global Equity Fund, AIM International Allocation Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund each seeks to provide long-term growth of capital.

AIM Conservative Allocation Fund and AIM Moderately Conservative Allocation Fund seeks to provide total return consistent with a lower level of risk relative to the broad stock market.

AIM Moderate Allocation Fund seeks to provide total return consistent with a moderate level of risk relative to the broad stock market.

AIM Growth Allocation Fund and AIM Moderate Growth Allocation Fund seeks to provide long-term growth of capital consistent with a higher level of risk relative to the broad stock market.

AIM Income Allocation Fund seeks to provide a high level of current income with growth of capital as 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 Small Cap Growth Fund and AIM Mid Cap Core Equity Fund have limited public sales of their shares to certain investors on March 18, 2002 and February 27, 2004, respectively.



AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

TABLE OF CONTENTS

INVESTMENT OBJECTIVES AND STRATEGIES                    1
---------------------------------------------------------
AIM Conservative Allocation Fund                        1
AIM Growth Allocation Fund                              1
AIM Income Allocation Fund                              1
AIM International Allocation Fund                       1
AIM Moderate Allocation Fund                            1
AIM Moderate Growth Allocation Fund                     1
AIM Moderately Conservative Allocation Fund             1
All Asset Allocation Funds                              1
AIM Basic Value Fund                                    2
AIM Global Equity Fund                                  2
AIM Mid Cap Core Equity Fund                            2
AIM Small Cap Growth Fund                               3
All Funds Other than Asset Allocation Funds             3

PRINCIPAL RISKS OF INVESTING IN THE FUNDS               4
---------------------------------------------------------
All Funds                                               4
All Asset Allocation Funds                              4
Conservative Allocation                                 4
Growth Allocation                                       4
Income Allocation                                       5
International Allocation                                6
Moderate Allocation                                     7
Moderate Growth Allocation                              8
Moderately Conservative Allocation                      9
Basic Value                                             9
Global Equity                                           9
Mid Cap Core Equity                                    10
Small Cap Growth                                       10

PERFORMANCE INFORMATION                                11
---------------------------------------------------------
Annual Total Returns                                   11
Performance Table                                      14

FEE TABLE AND EXPENSE EXAMPLE                          16
---------------------------------------------------------
Fee Table                                              16
Expense Example                                        17
Hypothetical Investment and Expense
  Information                                          17

DISCLOSURE OF PORTFOLIO HOLDINGS                       19
---------------------------------------------------------

FUND MANAGEMENT                                        20
---------------------------------------------------------
The Advisor                                            20
Advisor Compensation                                   20
Portfolio Managers                                     21

OTHER INFORMATION                                      23
---------------------------------------------------------
Dividends and Distributions                            23
Suitability for Investors                              23
Limited Fund Offering                                  23

FINANCIAL HIGHLIGHTS                                   24
---------------------------------------------------------

SHAREHOLDER INFORMATION                               A-1
---------------------------------------------------------
Purchasing Shares                                     A-1
Excessive Short-Term Trading Activity
  Disclosures                                         A-2
Redeeming Shares                                      A-4
Exchanging Shares                                     A-5
Pricing of Shares                                     A-5
Taxes                                                 A-7

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

The AIM Family of Funds, AIM and Design, AIM, AIM Funds, AIM Funds and Design, AIM Investments, AIM Investor, AIM Lifetime America, AIM LINK, AIM Institutional Funds, aimfunds.com, La Familia AIM de Fondos, La Familia AIM de Fondos and Design, Invierta con DISCIPLINA, Invest with DISCIPLINE, The AIM College Savings Plan, AIM Solo 401(k), AIM Investments and Design and Your goals. Our solutions. are registered service marks and AIM Bank Connection, AIM Internet Connect, AIM Private Asset Management, AIM Private Asset Management and Design, AIM Stylized and/or Design, AIM Alternative Assets and Design and myaim.com are service marks of A I M Management Group Inc. AIM Trimark is a service mark of A I M Management Group Inc. and AIM Funds Management Inc.

No dealer, salesperson or any other person has been authorized to give any information or to make any representations other than those contained in this prospectus, and you should not rely on such other information or representations.



AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

INVESTMENT OBJECTIVES AND STRATEGIES

AIM CONSERVATIVE ALLOCATION FUND (CONSERVATIVE ALLOCATION)

The fund's investment objective is to provide total return consistent with a lower level of risk relative to the broad stock market. 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 building a portfolio of mutual fund investments consistent with a lower level of risk relative to the broad stock market as represented by the S&P 500 Index. The fund's target allocation is to invest 75% of its total assets in fixed-income funds and 25% of its total assets in equity funds.

The fund invests its cash allocation directly in cash equivalents and U.S. Government securities rather than a money market fund.

AIM GROWTH ALLOCATION FUND (GROWTH ALLOCATION)

The fund's investment objective is to provide long-term growth of capital consistent with a higher level of risk relative to the broad stock market. 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 building a portfolio of mutual fund investments consistent with a higher level of risk relative to the broad stock market as represented by the S&P 500 Index. The fund's target allocation is to invest 95% of its total assets in equity funds including 25% in global or international funds, and 5% of its assets in fixed income funds.

AIM INCOME ALLOCATION FUND (INCOME ALLOCATION)

The fund's investment objective is to achieve a high level of current income with growth of capital as 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 objective by investing its assets in other AIM mutual funds which primarily invest in international or domestic equities, bonds or REIT's. The fund's target allocation is to invest 65% of its total assets in fixed-income funds and 35% of its assets in equity funds.

AIM INTERNATIONAL ALLOCATION FUND (INTERNATIONAL ALLOCATION)

The fund's investment objective is to provide 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 its assets in other AIM mutual funds that primarily invest in global or international securities. The underlying funds may invest a portion of their assets in the securities of domestic issuers. The fund's target allocation is to invest 100% of its total assets in equity funds.

AIM MODERATE ALLOCATION FUND (MODERATE ALLOCATION)

The fund's investment objective is to provide total return consistent with a moderate level of risk relative to the broad stock market. 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 building a portfolio of mutual fund investments consistent with a moderate level of risk relative to the broad stock market as represented by the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in equity funds, including up to 20% in international or global equity funds, and 40% of its total assets in fixed-income funds.

AIM MODERATE GROWTH ALLOCATION FUND (MODERATE GROWTH ALLOCATION)

The fund's investment objective is to provide long-term growth of capital consistent with a higher level of risk relative to the broad stock market. 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 building a portfolio of mutual fund investments consistent with a higher level of risk relative to the broad stock market as represented by the S&P 500 Index. The fund's target allocation is to invest 80% of its total assets in equity funds including 22% in global equity or international funds, and 20% of its assets in fixed income funds.

AIM MODERATELY CONSERVATIVE ALLOCATION FUND (MODERATELY CONSERVATIVE ALLOCATION)

The fund's investment objective is to provide total return consistent with a lower level of risk relative to the broad stock market. 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 building a portfolio of mutual fund investments consistent with a lower level of risk relative to the broad stock market as represented by the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in fixed-income funds and 40% of its total assets in equity funds.

ALL ASSET ALLOCATION FUNDS

These funds are "funds of funds," which means that they invest their assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The advisor uses a two-step process to create each fund's portfolio. The first step is a strategic asset allocation by the advisor among broad asset classes. The second step involves the actual selection by the advisor of underlying funds to

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AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

represent the broad asset classes and the determination by the advisor of target weightings in these underlying funds.

The advisor monitors the selection of underlying funds to ensure that they continue to conform to the fund's asset class allocations and periodically rebalances the fund's investments in the underlying funds to keep them within their target weightings. The advisor may change the fund's asset class allocations, the underlying funds or the target weightings in the underlying funds without shareholder approval.

For cash management purposes, each fund may hold a portion of its assets in cash or cash equivalents. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the fund may temporarily hold all or a portion of its assets in cash, cash equivalents or U.S. Government securities. As a result, the fund may not achieve its investment objective.

AIM BASIC VALUE FUND (BASIC VALUE)

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 this objective by investing, normally, at least 65% of its total assets in equity securities of U.S. issuers that have market capitalizations of greater than $500 million and that the portfolio managers believe to be undervalued in relation to long-term earning power or other factors.

The fund may also invest up to 35% of its total assets in equity securities of U.S. issuers that have market capitalizations of less than $500 million and in investment-grade non-convertible debt securities, U.S. government securities and high-quality money market instruments, all of which are issued by U.S. issuers.

In selecting investments, the portfolio managers seek to identify those companies whose prospects and growth potential are undervalued by investors and that provide the potential for attractive returns. The portfolio managers allocate investments among fixed-income securities based on their views as to the best values then available in the marketplace. The portfolio managers consider whether to sell a particular security when any of these factors materially changes.

AIM GLOBAL EQUITY FUND (GLOBAL EQUITY)

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 this objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities of domestic and foreign issuers. In complying with this 80% investment requirement, the fund's investments may include synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts.

The fund will normally invest in the securities of companies located in at least three different countries, including the United States, and may invest a significant portion of its assets in the securities of U.S. issuers. However, the fund will invest no more than 50% of its total assets in the securities of issuers in any one country, other than the U.S. The fund may invest substantially in securities denominated in one or more currencies.

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 up to 20% of its total assets in securities of companies located in developing countries, i.e., those that are in the initial stages of their industrial cycle.

The fund may also invest up to 20% of its net assets in debt securities of U.S. and foreign issuers

The portfolio managers use a multi-step, quantitatively oriented process to construct the fund's portfolio. They first use computer models to screen a large universe of domestic and international stocks and identify a group of eligible stocks within that universe. The quantitative analysis screens for various factors, including growth/stability of earnings, valuation, profitability, financial strength and stock price volatility. The portfolio managers then perform risk and transaction cost analyses on the stocks that were previously identified. When selecting stocks for the fund, the portfolio managers seek to neutralize the effects of certain macro-economic and market factors in an effort to lower the volatility of the fund's returns. Finally, the portfolio managers conduct a qualitative analysis of the stocks selected for the fund's portfolio to confirm the results of the quantitative analysis. The portfolio managers consider whether to sell a particular security when the company no longer exhibits characteristics that drive performance, or when the stock adds too much marginal risk to the fund's portfolio.

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.

AIM MID CAP CORE EQUITY FUND (MID CAP CORE EQUITY)

The fund's investment objective is long-term growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities, of mid-capitalization companies. The fund considers a company to be a mid-capitalization company if it has a market capitalization, at

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AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell Midcap--Registered Trademark-- Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Russell Midcap--Registered Trademark--Index measures the performance of the 800 companies with the lowest market capitalization in the Russell 1000--Registered Trademark-- Index. The Russell 1000--Registered Trademark-- Index is a widely recognized, unmanaged index of common stocks of the 1000 largest companies in the Russell 3000--Registered Trademark-- Index, which measures the performance of the 3000 largest U.S. companies based on total market capitalization. The companies in the Russell Midcap--Registered Trademark-- Index are considered representative of medium-sized companies.

In complying with the 80% investment requirement, the fund's investments may include synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The fund may invest up to 20% of its assets in equity securities of companies in other market capitalization ranges. The fund may also invest up to 20% of its assets in investment-grade debt securities, U.S. government securities and high-quality money market instruments.

In selecting investments, the portfolio managers seek to identify those companies that are, in their view, undervalued relative to current or projected earnings, or the current market value of assets owned by the company. The primary emphasis of the portfolio managers' search for undervalued equity securities is in four categories: (1) out-of-favor cyclical growth companies;
(2) established growth companies that are undervalued compared to historical relative valuation parameters; (3) companies where there is early but tangible evidence of improving prospects which are not yet reflected in the value of the companies' equity securities; and (4) companies whose equity securities are selling at prices that do not yet reflect the current market value of their assets. The portfolio managers consider whether to sell a particular security when any of these factors materially changes.

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.

AIM SMALL CAP GROWTH FUND (SMALL CAP GROWTH)

The fund's investment objective is long-term growth of capital. The investment objective of the fund may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of small-capitalization companies. In complying with this 80% investment requirement, the fund will invest primarily in marketable equity securities, including convertible securities, but its investments may include other securities, such as synthetic instruments. Synthetic instruments are investments that have economic characteristics similar to the fund's direct investments, and may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. The fund considers a company to be a small-capitalization company if it has a market capitalization, at the time of purchase, no larger than the largest capitalized company included in the Russell 2000--Registered Trademark-- Index during the most recent 11-month period (based on month-end data) plus the most recent data during the current month. The Russell 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.

The fund may also invest up to 20% of its assets in equity securities of issuers that have market capitalizations, at the time of purchase, in other market capitalization ranges, and in investment-grade non-convertible debt securities, U.S. government securities and high-quality money market instruments.

In selecting investments, the portfolio managers seek to identify those companies that have strong earnings momentum or demonstrate other potential for growth of capital. The portfolio managers anticipate that the fund, when fully invested, will generally be comprised of companies that are currently experiencing a greater than anticipated increase in earnings. The portfolio managers allocate investments among fixed-income securities based on their views as to the best values then available in the marketplace. The portfolio managers consider whether to sell a particular security when any of these factors materially changes.

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.

ALL FUNDS OTHER THAN ASSET ALLOCATION FUNDS

Each fund, except for Global Equity, may also invest up to 25% of its total assets in foreign securities. Global Equity may also invest a significant amount of its total assets in foreign securities.

For cash management purposes, each of the funds may also hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. For risk management purposes, Mid Cap Core Equity may also hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. Any percentage limitations with respect to assets of a fund are applied at the time of purchase.

In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash

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AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

inflows or redemptions, each of the funds may temporarily hold all or a portion of its assets in cash, cash equivalents or high-quality debt instruments. As a result, a fund may not achieve its investment objective.

Mid Cap Core Equity may maintain a larger position in cash or cash equivalents, which could detract from achieving the fund's objective, but could also reduce the fund's exposure in the event of a market downturn.

PRINCIPAL RISKS OF INVESTING IN THE 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 that you receive from the funds may vary. The value of your investment in a fund will go up and down with the prices of the securities in which the fund invests. The value of your investment in a "fund of funds" will go up and down with the prices of the securities held by the underlying funds in which the "fund of funds" 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.

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

ALL ASSET ALLOCATION FUNDS

Asset Allocation Funds pursue their investment objectives by investing their assets in other underlying funds rather than investing directly in stocks, bonds, cash or other investments. The Asset Allocation Funds' investment performance depends on the investment performance of the underlying funds in which they invest. Therefore, the risks associated with an investment in an Asset Allocation Fund are also the risks associated with an investment in the underlying funds. Some of these risks are discussed below.

There is a risk that the advisor's evaluations and assumptions regarding the fund's broad asset classes or the underlying funds in which the fund invests may be incorrect based on actual market conditions. There is a risk that the fund will vary from the target weightings in the underlying funds due to factors such as market fluctuations. There can be no assurance that the underlying funds will achieve their investment objectives, and the performance of the underlying funds may be lower than the asset class which they were selected to represent. The underlying funds may change their investment objectives or policies without the approval of the fund. If that were to occur, the fund might be forced to withdraw its investment from the underlying fund at a time that is unfavorable to the fund.

The advisor has the ability to select and substitute the underlying funds in which the fund invests, and may be subject to potential conflicts of interest in selecting underlying funds because it may receive higher fees from certain underlying funds than others. However, as a fiduciary to the fund, the advisor is required to act in the fund's best interest when selecting underlying funds.

CONSERVATIVE ALLOCATION

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.

Mortgage-backed and asset-backed securities in which the underlying funds invest are subject to different risks from bonds and, as a result, may respond to changes in interest rates differently. If interest rates fall, people refinance or pay off their mortgages ahead of time, which may cause mortgage-backed securities to lose value. If interest rates rise, many people may refinance or prepay their mortgages at a slower-than-expected rate. This may effectively lengthen the life of mortgage-backed securities, which may cause the securities to be more sensitive to changes in interest rates.

The values of convertible securities in which the underlying funds invest 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 underlying funds.

Foreign securities in which the underlying funds invest 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.

If the seller of a repurchase agreement in which the underlying funds invest defaults on its obligation or declares bankruptcy, the fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.

GROWTH ALLOCATION

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

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AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE ALLOCATION MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP GROWTH FUNDS

to this risk. The issuer of a security may default or otherwise be unable to honor a financial obligation.

Investments of the underlying funds in small, developing companies carry greater risk than investments in larger, more established companies. Developing companies generally face intense competition and have a higher rate of failure than larger companies.

Compared to higher-quality debt securities, junk bonds in which the underlying funds invest involve greater risk of default or price changes due to changes in the credit quality of the issuer and because they are generally unsecured and may be subordinated to other creditors' claims. The value of junk bonds often fluctuates in response to company, political or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. During those times, the bonds could be difficult to value or to sell at a fair price. Credit ratings on junk bonds do not necessarily reflect their actual market risk.

The values of convertible securities in which the underlying funds invest 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 underlying funds.

The prices of the foreign securities in which the underlying funds invest may be further affected by other factors, including:

- Currency exchange rates--The dollar value of the underlying 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 underlying fund's foreign investments may be adversely affected by political and social instability in their home countries and by changes in economic 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 often higher in developing countries and there may be delays in settlement procedures.

The underlying fund in which the fund invests could conceivably hold real estate directly if a company defaults on debt securities the fund owns. In that event, an investment in the fund may have additional risks relating to direct ownership in real estate, including difficulties in valuating and trading real estate, declines in value of the properties, risks relating to general and local economic conditions, changes in the climate for real estate, increases in taxes, expenses and costs, changes in laws, casualty and condemnation losses, rent control limitations and increases in interest rates.

The value of the underlying funds' investment in REITs is affected by the factors listed above, as well as the management skill of the persons managing the REIT. Since REITs have expenses of their own, you will bear a proportionate share of those expenses in addition to those of the fund and the underlying fund.

INCOME ALLOCATION

The factors outlined under the heading "All Asset Allocation Funds" will probably affect the equity securities of smaller companies more than the equity securities of larger, more-established companies. Also, because 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 underlying fund to sell securities at a desirable price. Debt securities are particularly vulnerable to credit risk and interest rate fluctuations. 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 prices of high-coupon U.S. Government agency mortgage-backed securities fall more slowly when interest rates rise than do prices of traditional fixed-rate securities. Some of the securities purchased by the underlying fund are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

Mortgage-backed and asset-backed securities in which an underlying fund invests are subject to different risks from those which are applicable to bonds and, as a result, may respond to changes in interest rates differently. If interest rates fall, some people will refinance or pay off their mortgages ahead of time, which may cause mortgage-backed securities to lose value. If interest rates rise, many people may refinance or prepay their mortgages at a slower-than-expected rate. This may effectively lengthen the life of mortgage- backed securities, which may cause the securities to be more sensitive to changes in interest rates.

The values of convertible securities in which an underlying 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.

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AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

Specifically, because 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 underlying funds.

Foreign securities in which an underlying fund invests 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.

If the seller of a repurchase agreement in which an underlying fund invests defaults on its obligation or declares bankruptcy, the fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.

The underlying funds may invest in debt instruments, such as notes and bonds. There is a possibility that the issuers of these instruments will be unable to meet interest payments or repay principal. Changes in the financial strength of an issuer may reduce the credit rating of its debt instruments and may affect their value.

Compared to higher-quality debt securities, junk bonds involve greater risk of default or price changes due to changes in the credit quality of the issuer and because they are generally unsecured and may be subordinated to other creditor's claims. The value of junk bonds often fluctuates in response to company, political or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. During those times, the bonds could be difficult to value or to sell at a fair price. Credit ratings on junk bonds do not necessarily reflect their actual market risk.

The underlying funds may invest in obligations issued by agencies and instrumentalities of the U.S. Government. These obligations vary in the level of support they receive from the U.S. Government. They may be: (i) supported by the full faith and credit of the U.S. Treasury, such as those of the Government National Mortgage Association; (ii) supported by the right of the issuer to borrow from the U.S. Treasury, such as those of the Federal National Mortgage Association; (iii) supported by the discretionary authority of the U.S. Government to purchase the issuer's obligations, such as those of the Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

High-coupon U.S. Government agency mortgage-backed securities provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying fund may purchase such securities at a premium. If these securities experience a faster principal prepayment rate than expected, both the market value of and income from such securities will decrease.

Governmental regulation, difficulties in obtaining adequate financing and investment return, environmental issues, prices of fuel for generation of electricity, availability of natural gas, risks associated with the power marketing and trading, and risks associated with nuclear power facilities may adversely affect the market value of an underlying fund's holdings. The recent trend towards deregulation in the utility industries presents special risks. Some companies may be faced with increased competition and may become less profitable.

The principal risk of investments in synthetic instruments is that the fluctuations in their values may not correlate perfectly with the overall securities markets. Some synthetic instruments are more sensitive to interest rate changes and market price fluctuations than others. Also, synthetic instruments are subject to counter party risk which is the risk that the other party in the transaction will not fulfill its contractual obligation to complete the transaction with the underlying fund.

An underlying fund could conceivably hold real estate directly if a company defaults on debt securities the fund owns. In that event, an investment in the underlying fund may have additional risks relating to direct ownership in real estate, including difficulties in valuing and trading real estate, declines in value of the properties, risks relating to general and local economic conditions, changes in the climate for real estate, increases in taxes, expenses and costs, changes in laws, casualty and condemnation losses, rent control limitations and increases in interest rates.

The value of an underlying fund's investment in REITs is affected by the factors listed above, as well as the management skill of the persons managing the REIT. Because REITs have expenses of their own, you will bear a proportionate share of those expenses in addition to those of the fund. If an underlying fund focuses its investments in REITs and other companies related to the real estate industry, the value of the shares may rise and fall more than the value of shares of an underlying fund that invests in a broader range of companies.

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

INTERNATIONAL ALLOCATION

The factors outlined under the heading "All Asset Allocation Funds" will probably affect the equity securities of smaller companies more than the equity securities of larger, more-established companies. Also, because equity securities of smaller companies may not be

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AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

traded as often as equity securities of larger, more-established companies, it may be difficult or impossible for the underlying fund to sell securities at a desirable price.

The values of convertible securities in which an underlying 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, because 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 underlying funds.

Foreign securities in which an underlying fund invests have additional risks, including:

- Currency exchange rates--The dollar value of the underlying 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 underlying 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. There is also the potential lack of strict financial and accounting controls and standards.

- 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.

Compared to higher-quality debt securities, junk bonds involve greater risk of default or price changes due to changes in the credit quality of the issuer and because they are generally unsecured and may be subordinated to other creditor's claims. The value of junk bonds often fluctuates in response to company, political or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. During those times, the bonds could be difficult to value or to sell at a fair price. Credit ratings on junk bonds do not necessarily reflect their actual market risk.

Sovereign debt securities of developing country governments are generally lower-quality debt securities. Sovereign debt securities are subject to the additional risk that, under some political, diplomatic, social or economic circumstances, some developing countries that issue lower-quality debt securities may be unable or unwilling to make principal or interest payments as they become due.

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

To the extent that a large percentage of an underlying 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.

To the extent the underlying fund holds cash or cash equivalents rather than equity securities for risk management purposes, the underlying fund may not achieve its investment objective.

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

MODERATE ALLOCATION

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.

Compared to higher-quality debt securities, junk bonds in which the underlying funds invest involve greater risk of default or price changes due to changes in the credit quality of the issuer and because they are generally unsecured and may be subordinated to other creditors' claims. The value of junk bonds often fluctuates in response to company, political or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. During those times, the bonds could be difficult to value or to sell at a fair price. Credit ratings on junk bonds do not necessarily reflect their actual market risk.

The values of convertible securities in which the underlying funds invest 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

7


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

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 underlying funds.

The prices of the foreign securities in which the underlying funds invest may be further affected by other factors, including:

- Currency exchange rates--The dollar value of the underlying 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 underlying 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 often higher in developing countries and there may be delays in settlement procedures.

MODERATE GROWTH ALLOCATION

The prices of equity securities change in response to many factors. 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 underlying fund to sell securities at a desirable price. 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.

Compared to higher-quality debt securities, junk bonds in which an underlying fund invests involve greater risk of default or price changes due to changes in the credit quality of the issuer and because they are generally unsecured and may be subordinated to other creditors' claims. The value of junk bonds often fluctuates in response to company, political or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. During those times, the bonds could be difficult to value or to sell at a fair price. Credit ratings on junk bonds do not necessarily reflect their actual market risk.

The values of convertible securities in which an underlying 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 underlying funds.

The prices of the foreign securities in which an underlying fund invests may be further affected by other factors, including:

- Currency exchange rates--The dollar value of the underlying 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 underlying fund's foreign investments may be adversely affected by political and social instability in their home countries and by changes in economic 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 often higher in developing countries and there may be delays in settlement procedures.

Mortgage-backed and asset-backed securities in which an underlying fund invests are subject to different risks from bonds and, as a result, may respond to changes in interest rates differently. If interest rates fall, people refinance or pay off their mortgages ahead of time, which may cause mortgage-backed securities to lose value. If interest rates rise, many people may refinance or prepay their mortgages at a slower-than-expected rate. This may effectively lengthen the life of mortgage-backed securities, which may cause the securities to be more sensitive to changes in interest rates.

8


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

An underlying fund in which the fund invests could conceivably hold real estate directly if a company defaults on debt securities the fund owns. In that event, an investment in the fund may have additional risks relating to direct ownership in real estate, including difficulties in valuating and trading real estate, declines in value of the properties, risks relating to general and local economic conditions, changes in the climate for real estate, increases in taxes, expenses and costs, changes in laws, casualty and condemnation losses, rent control limitations and increases in interest rates.

The value of an underlying funds' investment in REITs is affected by the factors listed above, as well as the management skill of the persons managing the REIT. Since REITs have expenses of their own, you will bear a proportionate share of those expenses in addition to those of the fund and the underlying fund.

MODERATELY CONSERVATIVE ALLOCATION

The prices of equity securities change in response to many factors. 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 underlying fund to sell securities at a desirable price. Debt securities are particularly vulnerable to credit risk and interest rate fluctuations. 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 prices of high-coupon U.S. Government agency mortgage-backed securities fall more slowly when interest rates rise than do prices of traditional fixed-rate securities. Some of the securities purchased by the underlying fund are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

Mortgage-backed and asset-backed securities in which an underlying fund invests are subject to different risks from bonds and, as a result, may respond to changes in interest rates differently. If interest rates fall, people refinance or pay off their mortgages ahead of time, which may cause mortgage-backed securities to lose value. If interest rates rise, many people may refinance or prepay their mortgages at a slower-than-expected rate. This may effectively lengthen the life of mortgage-backed securities, which may cause the securities to be more sensitive to changes in interest rates.

The values of convertible securities in which an underlying 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 underlying funds.

Foreign securities in which an underlying fund invests 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.

If the seller of a repurchase agreement in which an underlying fund invests defaults on its obligation or declares bankruptcy, the fund may experience delays in selling the securities underlying the repurchase agreement. As a result, the fund may incur losses arising from decline in the value of those securities, reduced levels of income and expenses of enforcing its rights.

Compared to higher-quality debt securities, junk bonds involve greater risk of default or price changes due to changes in the credit quality of the issuer and because they are generally unsecured and may be subordinated to other creditor's claims. The value of junk bonds often fluctuates in response to company, political or economic developments and can decline significantly over short periods of time or during periods of general or regional economic difficulty. During those times, the bonds could be difficult to value or to sell at a fair price. Credit ratings on junk bonds do not necessarily reflect their actual market risk.

High-coupon U.S. Government agency mortgage-backed securities provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying fund may purchase such securities at a premium. If these securities experience a faster principal prepayment rate than expected, both the market value of and income from such securities will decrease.

BASIC VALUE

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.

GLOBAL EQUITY

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

9


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

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 investment in companies located in those countries to decline. Transaction costs are often higher in developing countries and there may be delays in settlement procedures.

MID CAP CORE EQUITY

To the extent Mid Cap Core Equity holds cash or cash equivalents rather than equity securities for risk management purposes, the fund may not achieve its investment objective.

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.

SMALL CAP GROWTH

Although the prices of equity securities can change in response to many factors, 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 a 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.

10


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

PERFORMANCE INFORMATION

Institutional Class shares of Conservative Allocation, Growth Allocation and Moderate Allocation commenced operations on April 30, 2004. Institutional Class shares of Moderate Growth Allocation and Moderately Conservative Allocation commenced operations on April 29, 2005. Institutional Class shares of AIM Income Allocation Fund and AIM International Allocation Fund commenced operations on October 28, 2005.

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 in the bar charts shown below for Global Equity are those of the 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 Global Equity's Class A shares and Basic Value's, Mid Cap Core Equity's and Small Cap Growth's Institutional Class shares from year to year. The bar charts do not reflect sales loads. If they did, the annual total returns shown for Class A shares would be lower. Institutional Class shares are not subject to front-end or back-end sales loads.

BASIC VALUE--INSTITUTIONAL CLASS

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              -------
2003...................................................................   34.67%
2004...................................................................   11.50%

11


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

GLOBAL EQUITY--CLASS A

                                                                        ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER 31                                                             RETURNS
-----------                                                             -------
1998..................................................................     9.37
1999..................................................................   51.93%
2000..................................................................    -7.90
2001..................................................................   -17.03
2002..................................................................   -9.55%
2003..................................................................   37.51%
2004..................................................................   21.64%

MID CAP CORE EQUITY--INSTITUTIONAL CLASS

                                                                        ANNUAL
YEAR ENDED                                                              TOTAL
DECEMBER 31                                                             RETURN
-----------                                                             ------
2003..................................................................  28.02%
2004..................................................................  14.40%

12


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

SMALL CAP GROWTH--INSTITUTIONAL CLASS

                                                                         ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              ------
2003...................................................................  39.83%
2004...................................................................   7.41%

The year-to-date total return for each fund as of September 30, 2005 was as follows:

------------------------------------------------------------
Basic Value--Institutional Class
Global Equity--Class A
Mid Cap Core Equity--Institutional Class
Small Cap Growth--Institutional Class
------------------------------------------------------------

During the periods shown in the bar charts, the highest quarterly returns and the lowest quarterly returns were as follows:

                                           HIGHEST QUARTERLY RETURN      LOWEST QUARTERLY RETURN
FUND                                           (QUARTER ENDED)               (QUARTER ENDED)
---------------------------------------------------------------------------------------------------
Basic Value--Institutional Class          21.21%    June 30, 2003      (6.15)%    March 31, 2003
Global Equity--Class A                    34.24%    December 31,       (17.89)%   September 30,
                                                    1999                          1998
Mid Cap Core Equity--Institutional Class  16.81%    June 30, 2003      (4.32)%    March 31, 2003
Small Cap Growth--Institutional Class     20.94%    June 30, 2003      (8.74)%    September 30,
                                                                                  2004
---------------------------------------------------------------------------------------------------

13


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

PERFORMANCE TABLE

The following performance table compares each fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The indices may not reflect payment of fees, expenses or taxes. The funds are not managed to track the performance of any particular index, including the indices shown below, and consequently, the performance of the funds may deviate significantly from the performance of the indices shown below.

AVERAGE ANNUAL TOTAL RETURNS
--------------------------------------------------------------------------------
(for the periods ended                            SINCE          INCEPTION
December 31, 2004)       1 YEAR      5 YEARS     INCEPTION          DATE
--------------------------------------------------------------------------------
BASIC
  VALUE--INSTITUTIONAL
  CLASS                                                             03/15/02
  Return Before Taxes      11.50%         --        3.88%
  Return After Taxes on
    Distributions          11.50          --        3.88
  Return After Taxes on
    Distributions and
    Sale of Fund Shares     7.48          --        3.32
S&P 500(1, 2)              10.87          --        5.06            02/28/02(16)
Russell
  1000--Registered
  Trademark-- Value
  Index(3)                 16.49          --        9.33            02/28/02(16)
Lipper Large-Cap Value
  Fund Index(4)            12.00          --        6.00            02/28/02(16)
GLOBAL
  EQUITY--INSTITUTIONAL
  CLASS(5, 12)                                                      09/15/97(5)
  Return Before Taxes      22.23        3.05%       9.03
  Return After Taxes on
    Distributions          21.03        2.08        7.73
  Return After Taxes on
    Distributions and
    Sale of Fund Shares    15.33        2.05        7.17
MSCI World Index(6)        14.72       (2.45)       4.81            08/31/97(16)
Lipper Global Funds
  Index(7)                 14.38       (1.10)       5.33            08/31/97(16)
Lipper Global Multi-Cap
  Core Fund Index(8)       15.66        1.78        5.66            12/31/97(16)
MID CAP CORE
  EQUITY--INSTITUTIONAL
  CLASS                                                             03/15/02
  Return Before Taxes      14.40          --        8.18
  Return After Taxes on
    Distributions          13.10          --        7.73
  Return After Taxes on
    Distributions and
    Sale of Fund Shares    10.62          --        6.95
S&P--Registered
  Trademark-- 500(1, 9)    10.87          --        5.06            02/28/02(16)
Russell
  Midcap--Registered
  Trademark-- Index(10)    20.22          --       13.59            02/28/02(16)
Lipper Mid-Cap Core
  Fund Index(11)           15.44          --       10.91            02/28/02(16)
SMALL CAP
  GROWTH--INSTITUTIONAL
  CLASS(12)                                                         03/15/02
  Return Before Taxes       7.41          --        4.49
  Return After Taxes on
    Distributions           7.41          --        4.49
  Return After Taxes on
    Distributions and
    Sale of Fund Shares     4.82          --        3.84
S&P 500(1, 13 )            10.87          --        5.06            02/28/02(16)
Russell
  2000--Registered
  Trademark-- Growth
  Index(14)                14.31          --       10.08            02/28/02(16)
Lipper Small-Cap Growth
  Fund Index(15)           10.79          --        8.93            02/28/02(16)
--------------------------------------------------------------------------------

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. For Global Equity, returns are shown for Class A only and returns for the Institutional Class will vary.

(1) The Standard & Poor's 500 Index measures the performance of the 500 most widely held common stocks and is considered one of the best indicators of U.S. stock market performance.
(2) The fund has also included the Russell 1000--Registered Trademark-- Value Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Large-Cap Value Fund Index (which may or may not include the fund) is included for comparison to a peer group.
(3) The Russell 1000--Registered Trademark-- Value Index measures the performance of those Russell 1000--Registered Trademark-- Index companies with lower price-to-book ratios and lower forecasted growth values.
(4) The Lipper Large-Cap Value Fund Index is an equally weighted representation of the 30 largest funds in the Lipper Large Cap Value category. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) greater than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Large-Cap Value funds typically have a below average price-to-earnings ratio, price-to-book ratio, and three year sales-per-share growth value, compared to the S&P 500 Index
(5) The returns shown for these periods are the blended returns of the historical performance of the fund's Institutional Class shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Institutional Class shares) at the net asset value and reflect the Rule 12b-1 fees applicable to Class A shares. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Institutional Class shares is April 30, 2004.
(6) The MSCI World Index measures the performance of securities listed on stock exchanges of 23 developed countries. In addition, the Lipper Global Fund Index (which may or may not include the fund) is included for comparison to a peer group. The fund has elected to use the Lipper Global Multi-Cap Core Fund Index in comparison to a peer group rather than the Lipper Global Fund Index because Lipper recently modified their global & international classifications to include more narrow categories. Prior to 2004, Lipper did not group these funds based on style characteristics (such as core, growth, and value), but used very broad classifications based on prospectus objectives. The new approach is a more quantitative method for classifying funds.
(7) The Lipper Global Funds Index is an equally weighted representation of the 30 largest funds in the Lipper Global Funds category. These funds invest at least 25% of their portfolios in securities traded outside the U.S.

14


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

(8) The Lipper Global Multi-Cap Core Fund Index is an equally weighted representation of the 10 largest funds in the Lipper Global Multi-Cap Value category. These are funds that, by portfolio practice, invest in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-cap funds typically have 25% to 75% of their assets invested in companies both inside and outside of the U.S. with market capitalizations (on a three-year weighted basis) greater than the 500th-largest company in the S&P/Citigroup World Broad Market Index. Multi-cap core funds typically have an average price-to-cash flow ratio, price-to-book ratio, and three-year sales-per-share growth value compared to the S&P/Citigroup BMI
(9) The fund has also included the Russell Midcap--Registered Trademark-- Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Mid-Cap Core Fund Index (which may or may not include the fund) is included for comparison to a peer group.
(10) The Russell Midcap--Registered Trademark-- Index measures the performance of the 800 smallest companies in the Russell 1000--Registered Trademark-- Index. These stocks represent approximately 25% of the total market capitalization of the Russell 1000--Registered Trademark-- Index.
(11) The Lipper Mid-Cap Core Fund Index is an equally weighted representation of the 30 largest funds in the Lipper Mid Cap Core Classification. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Mid-Cap Core funds have more latitude in the companies in which they invest. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three year sales-per-share growth value, compared to the S&P MidCap 400 Index.
(12) A significant portion of Small Cap Growth's and Global Equity's returns during certain periods prior to 2001 was attributable to its investments in IPOs. Although IPO investments have had a positive impact on the fund's performance in the past, there can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the impact of IPO investments on the fund's performance, please see the "Financial Highlights" section of this prospectus.
(13) The fund has also included the Russell 2000--Registered Trademark-- Growth Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Small-Cap Growth Fund Index (which may or may not include the fund) is included for comparison to a peer group.
(14) The Russell 2000--Registered Trademark-- Growth Index measures the performance of those Russell 2000--Registered Trademark-- Index companies with higher price-to-book ratios and higher forecasted growth values.
(15) The Lipper Small-Cap Growth Fund Index is an equally weighted representation of the 30 largest funds in the Lipper Small Cap Growth Classification. These funds, by portfolio practice, invest at least 75% of their equity assets in companies with market capitalizations (on a three-year weighted basis) less than 250% of the dollar-weighted median market capitalization of the smallest 500 of the middle 1,000 securities of the S&P SuperComposite 1500 Index. Small-Cap Growth funds typically have an above-average price-to-earnings ratio, price-to-book ratio, and three-year sales-per-share growth value, compared to the S&P SmallCap 600 Index.
(16) The average annual total return given is since the month end closest to the inception date of the Class A shares of Global Equity and Institutional class shares of Basic Value, Mid Cap Core Equity and Small Cap Growth.

15


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH 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
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                  MID
                                                                                                  CAP                 MODERATE
(fees paid directly from     BASIC    CONSERVATIVE  GLOBAL   GROWTH      INCOME      INTERNATIONAL CORE   MODERATE    GROWTH
your investment)             VALUE    ALLOCATION    EQUITY   ALLOCATION  ALLOCATION  ALLOCATION  EQUITY   ALLOCATION  ALLOCATION
--------------------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of offering
price)                        None       None        None      None        None        None       None      None        None

Maximum Deferred Sales
Charge (Load) (as a
percentage of original
purchase price or
redemption proceeds,
whichever is less)            None       None        None      None        None        None       None      None        None

Redemption/Exchange Fee (as
a percentage of amount
redeemed/exchanged)           None       None       2.00%(1)   None        None        None       None      None        None
--------------------------------------------------------------------------------------------------------------------------------

SHAREHOLDER FEES
---------------------------
                             MODERATELY     SMALL
(fees paid directly from     CONSERVATIVE    CAP
your investment)             ALLOCATION     GROWTH
---------------------------
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

Redemption/Exchange Fee (as
a percentage of amount
redeemed/exchanged)              None        None
---------------------------

                                                                                                  MID
                                                                                                  CAP                 MODERATE
(expenses that are deducted  BASIC    CONSERVATIVE  GLOBAL   GROWTH      INCOME      INTERNATIONAL CORE   MODERATE    GROWTH
from fund assets)            VALUE    ALLOCATION    EQUITY   ALLOCATION  ALLOCATION  ALLOCATION  EQUITY   ALLOCATION  ALLOCATION
--------------------------------------------------------------------------------------------------------------------------------
Management Fees              [0.66%      0.00%       0.98%     0.00%       0.00%       0.00%     0.67%      0.00%       0.00%

Distribution and/or Service
(12b-1) Fees                  None       None        None      None        None        None       None      None        None

Other Expenses               [0.07       0.96(3)     0.22      0.75(3)     0.65        0.65       0.14      0.40(3)     0.56(3)

Total Annual Fund Operating
Expenses                     [0.73       0.96        1.20      0.75        0.65        0.65       0.81(4)   0.40        0.56

Fee Waiver(5)                [0.06(6)    0.75        0.18(6)   0.57        0.61        0.47        N/A      0.35        0.44

Net Annual Fund Operating
Expenses                     [0.67(7)    0.21        1.02(7)   0.18(8)     0.04        0.18        N/A      0.05        0.12

Estimated Indirect Expenses
of Underlying Funds(9)        [N/A       0.63         N/A      0.96        0.71        1.22        N/A      0.92        0.93

Total Annual Fund Operating
Expenses and Estimated
Indirect Expenses of
Underlying Funds              [N/A       0.84         N/A      1.14        0.75        1.40        N/A      0.97        1.05
--------------------------------------------------------------------------------------------------------------------------------


                             MODERATELY     SMALL
(expenses that are deducted  CONSERVATIVE    CAP
from fund assets)            ALLOCATION     GROWTH
---------------------------
Management Fees                  0.00%      0.69%]

Distribution and/or Service
(12b-1) Fees                     None        None

Other Expenses                0.56(3)       0.17]

Total Annual Fund Operating
Expenses                         0.56        0.86(4)]

Fee Waiver(5)                    0.42        N/A]

Net Annual Fund Operating
Expenses                         0.14        N/A]

Estimated Indirect Expenses
of Underlying Funds(9)           0.76        N/A]

Total Annual Fund Operating
Expenses and Estimated
Indirect Expenses of
Underlying Funds                 0.90        N/A]
---------------------------

(1) [You may be charged a 2.00% fee on redemptions or exchanges of Institutional Class shares held 30 days or less. See "Shareholder Information -- Redeeming Shares -- Redemption Fee" for more information.]

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

(3) [Other expenses are based on estimated average assets for the current fiscal year.]

(4) [At the request of the Trustees of AIM Growth Series, AMVESCAP (as defined herein) has agreed to reimburse the Trust for fund expenses related to market timing matters. Total Annual Fund Operating Expenses net of this arrangement were 0.80% and 0.85% on Institutional Class shares of Mid Cap Core Equity and Small Cap Growth, respectively, for the year ended December 31, 2004.]

(5) [The fund's advisor has contractually agreed to waive fees or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.20%, 0.17%, 0.04%, 0.18%, 0.05%, 0.12%, and 0.14% on Institutional Class shares of Conservative Allocation, Growth Allocation, Income Allocation, International Allocation, Moderate Allocation, Moderate Growth Allocation and Moderately Conservative Allocation, respectively. In determining the advisor's obligation to waive fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Other Expenses to exceed the limits: (i) Rule 12b-1 fees; (ii) interest; (iii) taxes; (iv) dividend expense on short sales; (v) extraordinary items (these are expenses that are not anticipated to arise from each fund's day-to-day operations), or items designated as such by the fund's board of trustees; (v) expenses related to a merger or reorganization, as approved by the fund's board of trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, in addition to the expense reimbursement arrangement with AMVESCAP (as defined herein) described more fully in Note 4, Note 7 and Note 8, the only expense offset arrangements from which each fund benefits are in the form of credits that each fund receives from the banks where each fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by each fund. This expense limitation agreement is in effect through December 31, 2005 for Conservative Allocation, Growth Allocation and Moderate Allocation and through December 31, 2006 for Income Allocation, International Allocation, Moderate Growth Allocation and Moderately Conservative Allocation.]

(6) [Effective January 1, 2005 through December 31, 2009, the advisor has contractually agreed to waive a portion of its advisory fees. The Fee Waiver reflects this agreement. (See "Fund Management--Advisor Compensation" following.)]

(7) [At the request of the Trustees of AIM Growth Series, AMVESCAP has agreed to reimburse the Trust for fund expenses related to market timing matters. Net Annual Fund Operating Expenses net of this arrangement were 0.66% and 1.00% on Institutional Class shares of Basic Value and Global Equity, respectively, for the year ended December 31, 2004.]

(8) [At the request of the Trustees of AIM Growth Series, AMVESCAP has agreed to reimburse the Trust for fund expenses related to market timing matters. Total Annual Fund Operating Expenses net of this arrangement were 0.20% and 0.17% on Institutional Class shares of Conservative Allocation and Growth Allocation, respectively, for the year ended December 31, 2004.]

(9) [In addition to the Total Annual Fund Operating Expense which each fund bears directly, each fund's shareholders indirectly bear the expenses of the underlying funds in which the Fund invests. The Fund's Estimated Indirect Expense of Underlying Funds is based on the annual operating expenses of the underlying funds and the target allocation percentages.]

If a financial institution is managing your account you may also be charged a transaction or other fee by such financial institution.

16


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE ALLOCATION MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP GROWTH FUNDS

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, that the fund's operating expenses remain the same, includes the effect of any contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds. To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Basic Value                                 $[68     $214      $373      $  875
Conservative Allocation                       86      428       795       1,826
Global Equity                                104      325       563       1,365
Growth Allocation                            116      483       875       1,972
Income Allocation                             77      371       686       1,582
International Allocation                     143      542       967       2,152
Mid Cap Core Equity                           83      259       450       1,002
Moderate Allocation                           99      384       690       1,560
Moderate Growth Allocation                   107      428       N/A         N/A
Moderately Conservative Allocation            92      377       N/A         N/A
Small Cap Growth                              88      274       477      1,061]
--------------------------------------------------------------------------------

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The following supplemental hypothetical investment information provides additional information in a different format from the preceding Fee Table and Expense Example about the effect of a fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. Because a fund's annual return when quoted is already reduced by the fund's fees and expenses for that year, this hypothetical expense information is intended to help you understand the annual and cumulative impact of a fund's fees and expenses on your investment. Assuming a hypothetical investment of $10,000 in the Institutional class shares of each fund and a 5% return before expenses each year, the chart shows the cumulative return before expenses, the cumulative return after expenses, the ending balance and the estimated annual expenses for each year one through ten. The chart also assumes that the annual expense ratio stays the same throughout the 10-year period. The annual expense ratio for each fund, which is the same as stated in the Fee Table above, is reflected in the chart and is net of any contractual fee waiver or expense reimbursement. There is no assurance that the current annual expense ratio will be the expense ratio for the fund. To the extent that the advisor makes any waivers or reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. The chart does not take into account initial or contingent deferred sales charges, if any. You should understand that this is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios; your actual returns and expenses are likely to differ (higher or lower) from those shown below.

BASIC VALUE INSTITUTIONAL
CLASS--ANNUAL EXPENSE RATIO
[0.67]%                         YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         4.33%           8.85%       13.56%       18.48%       23.61%       28.96%       34.54%
End of Year Balance           $10,433.00      $10,884.75   $11,356.06   $11,847.78   $12,360.78   $12,896.01   $13,454.40
Estimated Annual Expenses     $    68.45      $    71.41   $    74.51   $    77.73   $    81.10   $    84.61   $    88.27
-------------------------------------------------------------------------------------------------------------------------

BASIC VALUE INSTITUTIONAL
CLASS--ANNUAL EXPENSE RATIO
[0.67]%                         YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        40.37%       46.45%       52.79%
End of Year Balance           $14,036.98   $14,644.78   $15,278.90
Estimated Annual Expenses     $    92.10   $    96.08   $  100.24]
-------------------------------------------------------------------------------------------------------------------------

CONSERVATIVE ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.84]%           YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         4.16%           8.49%       13.01%       17.71%       22.60%       27.70%       33.02%
End of Year Balance           $10,416.00      $10,849.31   $11,300.64   $11,770.74   $12,260.41   $12,770.44   $13,301.69
Estimated Annual Expenses     $    85.75      $    89.31   $    93.03   $    96.90   $   100.93   $   105.13   $   109.50
-------------------------------------------------------------------------------------------------------------------------

CONSERVATIVE ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.84]%           YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        38.55%       44.31%       50.32%
End of Year Balance           $13,855.04   $14,431.41   $15,031.76
Estimated Annual Expenses     $   114.06   $   118.80   $  123.75]
-------------------------------------------------------------------------------------------------------------------------

17


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE

ALLOCATION MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP GROWTH FUNDS

GLOBAL EQUITY INSTITUTIONAL
CLASS--ANNUAL EXPENSE RATIO
[1.02]%                         YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.98%           8.12%       12.42%       16.90%       21.55%       26.39%       31.42%
End of Year Balance           $10,398.00      $10,811.84   $11,242.15   $11,689.59   $12.154.83   $12,638.60   $13,141.61
Estimated Annual Expenses     $   104.03      $   108.17   $   112.48   $   116.95   $   121.61   $   126.45   $   131.48
-------------------------------------------------------------------------------------------------------------------------

GLOBAL EQUITY INSTITUTIONAL
CLASS--ANNUAL EXPENSE RATIO
[1.02]%                         YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        36.65%       42.09%       47.74%
End of Year Balance           $13,664.65   $14,208.50   $14,774.00
Estimated Annual Expenses     $   136.71   $   142.15   $  147.81]
-------------------------------------------------------------------------------------------------------------------------

GROWTH ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [1.14]%           YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.86%           7.87%       12.03%       16.36%       20.85%       25.51%       30.36%
End of Year Balance           $10,386.00      $10,786.90   $11,203.27   $11,635.72   $12,084.86   $12,551.33   $13,035.82
Estimated Annual Expenses     $   116.20      $   120.69   $   125.34   $   130.18   $   135.21   $   140.43   $   145.85
-------------------------------------------------------------------------------------------------------------------------

GROWTH ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [1.14]%           YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        35.39%       40.62%       46.04%
End of Year Balance           $13,539.00   $14,061.60   $14,604.38
Estimated Annual Expenses     $   151.48   $   157.32   $  163.40]
-------------------------------------------------------------------------------------------------------------------------

INCOME ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.75]%           YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                         5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         4.25%           8.68%       13.30%       18.11%       23.13%       28.37%       33.82%
End of Year Balance           $10,425.00      $10,868.06   $11,329.96   $11,811.48   $12,313.47   $12,836.79   $13,382.35
Estimated Annual Expenses     $    76.59      $    79.85   $    83.24   $    86.78   $    90.47   $    94.31   $    98.32
-------------------------------------------------------------------------------------------------------------------------

INCOME ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.75]%           YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        39.51%       45.44%       51.62%
End of Year Balance           $13,951.10   $14,544.02   $15,162.14
Estimated Annual Expenses     $   102.50   $   106.86   $   111.40
-------------------------------------------------------------------------------------------------------------------------

INTERNATIONAL ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [1.40]%           YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                         5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.60%           7.33%       11.19%       15.20%       19.34%       23.64%       28.09%
End of Year Balance           $10,360.00      $10,732.96   $11,119.35   $11,519.64   $11,934.35   $12,363.99   $12,809.09
Estimated Annual Expenses     $   142.52      $   147.65   $   152.97   $   158.47   $   164.18   $   170.09   $   176.21
-------------------------------------------------------------------------------------------------------------------------

INTERNATIONAL ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [1.40]%           YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        32.70%       37.48%       42.43%
End of Year Balance           $13,270.22   $13,747.95   $14,242.87
Estimated Annual Expenses     $   182.56   $   189.13   $   195.94
-------------------------------------------------------------------------------------------------------------------------

MID CAP CORE EQUITY
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.81]%           YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         4.19%           8.56%       13.10%       17.84%       22.78%       27.93%       33.29%
End of Year Balance           $10,419.00      $10,855.56   $11,310.40   $11,784.31   $12,278.07   $12,792.52   $13,328.53
Estimated Annual Expenses     $    82.70      $    86.16   $    89.77   $    93.53   $    97.45   $   101.54   $   105.79
-------------------------------------------------------------------------------------------------------------------------

MID CAP CORE EQUITY
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.81]%           YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        38.87%       44.69%       50.75%
End of Year Balance           $13,887.00   $14,468.86   $15,075.11
Estimated Annual Expenses     $   110.22   $   114.84   $  119.65]
-------------------------------------------------------------------------------------------------------------------------

MODERATE ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.97]%           YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         4.03%           8.22%       12.58%       17.12%       21.84%       26.75%       31.86%
End of Year Balance           $10,403.00      $10,822.24   $11,258.38   $11,712.09   $12,184.09   $12,675.11   $13,185.91
Estimated Annual Expenses     $    98.95      $   102.94   $   107.09   $   111.41   $   115.90   $   120.57   $   125.43
-------------------------------------------------------------------------------------------------------------------------

MODERATE ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.97]%           YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        37.17%       42.70%       48.45%
End of Year Balance           $13,717.30   $14,270.11   $14,845.20
Estimated Annual Expenses     $   130.48   $   135.74   $  141.21]
-------------------------------------------------------------------------------------------------------------------------

18


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE

ALLOCATION MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP GROWTH FUNDS

MODERATE GROWTH ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [1.05]%           YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         3.95%           8.06%       12.32%       16.76%       21.37%       26.17%       31.15%
End of Year Balance           $10,395.00      $10,805.60   $11,232.42   $11,676.10   $12,137.31   $12,616.73   $13,115.10
Estimated Annual Expenses     $   107.07      $   111.30   $   115.70   $   120.27   $   125.02   $   129.96   $   135.09
-------------------------------------------------------------------------------------------------------------------------

MODERATE GROWTH ALLOCATION
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [1.05]%           YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        36.33%       41.72%       47.31%
End of Year Balance           $13,633.14   $14,171.65   $14,731.43
Estimated Annual Expenses     $   140.43   $   145.98   $  151.74]
-------------------------------------------------------------------------------------------------------------------------

MODERATELY CONSERVATIVE
ALLOCATION INSTITUTIONAL
CLASS--ANNUAL EXPENSE RATIO
[0.90]%                         YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         4.10%           8.37%       12.81%       17.44%       22.25%       27.26%       32.48%
End of Year Balance           $10,410.00      $10,836.91   $11,281.12   $11,743.65   $12,225.13   $12,726.37   $13,248.15
Estimated Annual Expenses     $    91.85      $    95.61   $    99.53   $   103.61   $   107.86   $   112.28   $   116.89
-------------------------------------------------------------------------------------------------------------------------

MODERATELY CONSERVATIVE
ALLOCATION INSTITUTIONAL
CLASS--ANNUAL EXPENSE RATIO
[0.90]%                         YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        37.91%       43.57%       49.45%
End of Year Balance           $13,791.32   $14,356.76   $14,945.39
Estimated Annual Expenses     $   121.68   $   126.67   $  131.86]
-------------------------------------------------------------------------------------------------------------------------

SMALL CAP GROWTH
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.86]%           YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5       YEAR 6       YEAR 7
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        [5.00%          10.25%       15.76%       21.55%       27.63%       34.01%       40.71%
Cumulative Return After
  Expenses                         4.14%           8.45%       12.94%       17.62%       22.49%       27.56%       32.84%
End of Year Balance           $10,414.00      $10,845.14   $11,294.13   $11,761.71   $12,248.64   $12,755.73   $13,283.82
Estimated Annual Expenses     $    87.78      $    91.41   $    95.20   $    99.14   $   103.24   $   107.52   $   111.97
-------------------------------------------------------------------------------------------------------------------------

SMALL CAP GROWTH
INSTITUTIONAL CLASS--ANNUAL
EXPENSE RATIO [0.86]%           YEAR 8       YEAR 9      YEAR 10
-------------------------------------------------------------------------------------------------------------------------
Cumulative Return Before
  Expenses                        47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        38.34%       44.06%       50.03%
End of Year Balance           $13,833.77   $14,406.49   $15,002.92
Estimated Annual Expenses     $   116.61   $   121.43   $  126.46]
-------------------------------------------------------------------------------------------------------------------------

DISCLOSURE OF PORTFOLIO HOLDINGS


The fund's portfolio holdings are disclosed on a regular basis in its semi-annual and annual reports to shareholders, and on Form N-Q, which is filed with the Securities and Exchange Commission (SEC) within 60 days of the fund's first and third fiscal quarter-ends. In addition, portfolio holdings information for the fund is available at (http://www.aiminvestments.com). To reach this information, access the fund's overview page on the website. Links to the following fund information are located in the upper right side of this website page:

-----------------------------------------------------------------------------------------------------------
                                            APPROXIMATE DATE OF                 INFORMATION REMAINS
INFORMATION                                   WEBSITE POSTING                    POSTED ON WEBSITE
-----------------------------------------------------------------------------------------------------------
 Top ten holdings as of month end    15 days after month end             Until posting of the following
                                                                         month's top ten holdings
-----------------------------------------------------------------------------------------------------------
 Complete portfolio holdings as of   30 days after calendar quarter end  For one year
 calendar quarter end
-----------------------------------------------------------------------------------------------------------

A description of the fund's policies and procedures with respect to the disclosure of the fund's portfolio holdings is available in the fund's Statement of Additional Information, which is available at (http://www.aiminvestments.com).

19


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FUND MANAGEMENT

THE ADVISOR

AIM serves as each fund's investment advisor and is responsible for its day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. The advisor supervises all aspects of the funds' operations and provides investment advisory services to the funds, including obtaining and evaluating economic, statistical and financial information to formulate and implement investment programs for the funds.

The advisor has acted as an investment advisor since its organization in 1976. Today, the advisor, together with its subsidiaries, advises or manages over 200 investment portfolios, including the funds, encompassing a broad range of investment objectives.

On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) is being created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI agreed to create a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; (iii) that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and that the defendants adopted unlawful distribution plans; (iv) that the defendants breached their fiduciary duties by charging distribution fees while funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same fund were not charged the same distribution fees; (v) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions; and (vi) that the defendants breached their fiduciary duties by failing to ensure that the funds participated in class action settlements in which they were eligible to participate.

Additional civil lawsuits related to the above or other matters may be filed by regulators or private litigants against the AIM funds, IFG, AIM, ADI and/or related entities and individuals in the future. You can find more detailed information concerning all of the above matters, including the parties to the civil lawsuits and summaries of the various allegations and remedies sought in such lawsuits, in the fund's Statement of Additional Information.

As a result of the matters discussed above, investors in the AIM funds might react by redeeming their investments. This might require the funds to sell investments to provide for sufficient liquidity and could also have an adverse effect on the investment performance of the funds.

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2004, the advisor received compensation of [0.65%, 0.98%, 0.67% and 0.69%,] respectively, of Basic Value's, Global Equity's, Mid Cap Core Equity's and Small Cap Growth's average daily net assets. The advisor does not receive a management fee from Conservative Allocation, Growth Allocation, Moderate Allocation, Moderate Growth Allocation and Moderately Conservative Allocation.

The annual management fee payable to the advisor pursuant to the investment advisory agreement with respect to Basic Value and Global Equity ranges from
[0.725% to 0.65% and 0.975% to 0.90%,] respectively, of average daily net assets, based on net asset levels. The advisor has contractually agreed to advisory fee waivers for the period January 1, 2005 to December 31, 2009 as part of its settlement with the Attorney General of New York ("NYAG"). The advisor will waive advisory fees to the extent necessary so that the advisory fee payable does not exceed the Advisory Fee Rates After

20


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

January 1, 2005. Following are the advisory fee rates before and after January 1, 2005.

       ADVISORY FEE RATES BEFORE                  ADVISORY FEE RATES AFTER
         JANUARY 1, 2005 WAIVER                    JANUARY 1, 2005 WAIVER
----------------------------------------------------------------------------------
AIM Basic Value Fund
                                                  0.695% of the first $250 million
       [0.725% of the first $500 million            0.67% of the next $250 million
          0.70% of the next $500 million           0.645% of the next $500 million
         0.675% of the next $500 million            0.62% of the next $1.5 billion
          0.65% of the next $1.5 billion           0.595% of the next $2.5 billion
                                                    0.57% of the next $2.5 billion
                                                   0.545% of the next $2.5 billion
                                             0.52% of the excess over $10 billion]
AIM Global Equity Fund
       [0.975% of the first $500 million           0.80% of the first $250 million
          0.95% of the next $500 million            0.78% of the next $250 million
         0.925% of the next $500 million            0.76% of the next $500 million
          0.90% of the next $1.5 billion            0.74% of the next $1.5 billion
                                                    0.72% of the next $2.5 billion
                                                    0.70% of the next $2.5 billion
                                                    0.68% of the next $2.5 billion
                                             0.66% of the excess over $10 billion]

A discussion regarding the basis for the board of trustees approving the investment advisory agreement of the funds, other than Income Allocation and International Allocation, is available in the funds' semiannual reports to shareholders for the six month period ended June 30, 2005.

PORTFOLIO MANAGERS

The following individuals are jointly and primarily responsible for the day-to-day management of their fund's portfolio:

BASIC VALUE

- Bret W. Stanley (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1998.

- R. Canon Coleman II, Portfolio Manager, who has been responsible for the fund since 2003 and has been associated with the advisor and/or its affiliates since 1999. From 1997 to 1999, he was a full-time student.

- Matthew W. Seinsheimer, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1998.

- Michael J. Simon, Senior Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 2001. From 1996 to 2001, he was equity analyst and portfolio manager for Luther King Capital Management.

They are assisted by the advisor's Basic Value Team, which may be comprised of portfolio managers, research analysts and other investment professionals of the advisor. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on the team, including biographies of other members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus.

GLOBAL EQUITY

- Derek S. Izuel (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 1999 and has been associated with the advisor and/or its affiliates since 1997.

- Eric Thaller, Portfolio Manager, who has been responsible for the fund since 2002, and has been associated with the advisor and/or its affiliates since 2001. He was an associate for Trust Company of the West in 2000.

They are assisted by the advisor's Global Equity Team, which may be comprised of portfolio managers, research analysts and other investment professionals of the advisor. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on the team, including biographies of other members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus.

The fund's Statement of Additional Information provides additional information about the portfolio managers' investments in the fund, a description of their compensation structure, and information regarding other accounts they manage.

MID CAP CORE EQUITY

- Ronald S. Sloan (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1998.

He is assisted by the advisor's Mid/Large Cap Core Team, which may be comprised of portfolio managers, research analysts and other investment professionals of the advisor. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on the team, including biographies of other members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus.

21


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

SMALL CAP GROWTH

- Juliet S. Ellis (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 2004 and has been associated with the advisor and/or its affiliates since 2004. From 2000 to 2004, she was Managing Director and from 1993 to 2004, she was a senior portfolio manager with JPMorgan Fleming Asset Management.

- Juan R. Hartsfield, Portfolio Manager, who has been responsible for the fund since 2004 and has been associated with the advisor and/or its affiliates since 2004. From 2000 to 2004, he was a co-portfolio manager with JPMorgan Fleming Asset Management. From 1999 to 2000, he was a management consultant with Booz Allen & Hamilton.

They are assisted by the advisor's Small Cap Core/Growth Team, which may be comprised of portfolio managers, research analysts and other investment professionals of the advisor. Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the team may change from time to time. More information on the team, including biographies of other members of the team, may be found on the advisor's website (http://www.aiminvestments.com). The website is not part of this prospectus.

The lead managers of the funds generally have final authority over all aspects of their fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which the lead managers may perform these functions, and the nature of these functions, may change from time to time.

CONSERVATIVE ALLOCATION, GROWTH ALLOCATION, INCOME ALLOCATION, INTERNATIONAL ALLOCATION, MODERATE ALLOCATION, MODERATE GROWTH ALLOCATION AND MODERATELY CONSERVATIVE ALLOCATION

These funds are not actively managed, however, Gary K. Wendler, Director of Research and Product Development for an affiliate of the advisor, assisted by a group of research professionals, determines the asset class allocation, underlying fund selections and target weightings for the funds. Mr. Wendler finalizes these allocations and selections with the help of a committee of investment professionals. He has been responsible for Conservative Allocation, Growth Allocation and Moderate Allocation since their inception in 2004 and Income Allocation, International Allocation, Moderate Growth Allocation and Moderately Conservative Allocation Allocation since their inception in 2005. Mr. Wendler has been associated with the advisor and/or its affiliates since 1995.

The underlying funds are actively managed by teams of investment professionals. More information on the management teams of the underlying funds may be found on our website (http://www.aiminvestments.com). The website is not a part of this prospectus.

The funds' Statement of Additional Information provides additional information about the portfolio managers' investments in the funds, a description of their compensation structure, and information regarding other accounts they manage.

22


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE ALLOCATION MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP GROWTH FUNDS

OTHER INFORMATION

DIVIDENDS AND DISTRIBUTIONS

Basic Value, Global Equity, Mid Cap Core Equity and Small Cap Growth expect that their distributions, if any, will consist primarily of capital gains. Conservative Allocation, Growth Allocation, Income Allocation, International Allocation, Moderate Allocation, Moderate Growth Allocation and Moderately Conservative Allocation expect that their distributions, if any, will consist of both capital gains and ordinary income.

DIVIDENDS

All funds except Income Allocation generally declare and pay dividends, if any, annually. Income Allocation will generally declare and pay dividends, if any, quarterly.

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.

LIMITED FUND OFFERING (SMALL CAP GROWTH AND MID CAP CORE EQUITY)

Due to the sometimes limited availability of common stocks of smaller companies that meet the investment criteria for Small Cap Growth, the fund limited public sales of its shares to certain investors as of the close of business on March 18, 2002. Due to the sometimes limited availability of common stocks of mid-capitalization companies that meet the investment criteria for Mid Cap Core Equity Fund, the fund limited public sales of its shares to certain investors, effective as of the close of business on February 27, 2004. Investors should note that the funds reserve the right to refuse any order that might disrupt the efficient management of the funds.

The following types of investors may continue to invest in the funds if they were invested in the funds as of the date on which each fund limited public sales of its shares to certain investors and remain invested in the funds after that date:

(i) Existing shareholders of the funds;

(ii) Existing shareholders of the funds who open other accounts in their name;

(iii) The following plans and programs:

- Retirement plans maintained pursuant to Section 401 of the Internal Revenue Code ("the Code");

- Retirement plans maintained pursuant to Section 403 of the Code, to the extent they are maintained by organizations established under Section 501(c)(3) of the Code;

- Retirement plans maintained pursuant to Section 457 of the Code;

- Non-qualified deferred compensation plans maintained pursuant to Section 83 of the Code; and

- Qualified Tuition Programs maintained pursuant to Section 529 of the Code.

Future investments in the funds made by existing brokerage firm wrap programs are at the discretion of A I M Distributors, Inc. (the distributor). Please contact the distributor for approval.

The following types of investors may open new accounts in the funds, if approved by the distributor:

- Retirement plans maintained pursuant to Section 401 of the Code;

- Retirement plans maintained pursuant to Section 403 of the Code, to the extent they are maintained by organizations established under Section 501(c)(3) of the Code;

- Retirement plans maintained pursuant to Section 457 of the Code;

- Non qualified deferred compensation plans maintained pursuant to Section 83 of the Code;

- Qualified Tuition Programs maintained pursuant to Section 529 of the Code; and

- and the portfolio management team, including analysts.

Such plans and programs that are considering the funds as an investment option should contact the distributor for approval.

At the advisor's discretion, proprietary asset allocation funds may open new accounts in the fund.

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

23


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FINANCIAL HIGHLIGHTS

The financial highlights tables are intended to help you understand each fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the tables represent the rate that an investor would have earned (or lost) on an investment in each fund (assuming reinvestment of all dividends and distributions).

This information has been audited by [auditors], whose report, along with each fund's financial statements, is included in the fund's annual report, which is available upon request.

A significant portion of Global Equity'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 this 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.

Income Allocation's and International Allocation's Institutional Classes commenced operations on the date of this prospectus and therefore, financial information for those Institutional Classes is not available.

                                                                                        BASIC VALUE--
                                                                                     INSTITUTIONAL CLASS
                                                              -----------------------------------------------------------------
                                                                                                                 MARCH 15, 2002
                                                              SIX MONTHS                    YEAR ENDED            (DATE SALES
                                                                ENDED                      DECEMBER 31,          COMMENCED) TO
                                                               JUNE 30,              ------------------------     DECEMBER 31,
                                                                 2005                  2004             2003          2002
                                                              ----------             --------          ------    --------------
Net asset value, beginning of period                                                 $                 $            $
-------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income
-------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)
===============================================================================================================================
    Total from investment operations
===============================================================================================================================
Net asset value, end of period                                                       $                 $            $
_______________________________________________________________________________________________________________________________
===============================================================================================================================
Total return                                                                                 %               %             %
_______________________________________________________________________________________________________________________________
===============================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                                             $                 $            $
_______________________________________________________________________________________________________________________________
===============================================================================================================================
Ratio of expenses to average net assets                                                      %               %             %
===============================================================================================================================
Ratio of net investment income to average net assets                                         %               %             %
_______________________________________________________________________________________________________________________________
===============================================================================================================================
Portfolio turnover rate                                                                      %               %             %
_______________________________________________________________________________________________________________________________
===============================================================================================================================

24


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                CONSERVATIVE ALLOCATION--
                                                                   INSTITUTIONAL CLASS
                                                              ------------------------------
                                                                             APRIL 30, 2004
                                                              SIX MONTHS    (DATE OPERATIONS
                                                                ENDED        COMMENCED) TO
                                                               JUNE 30,       DECEMBER 31,
                                                                 2005             2004
                                                              ----------    ----------------
Net asset value, beginning of period                                             $
--------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income
--------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)
============================================================================================
    Total from investment operations
============================================================================================
Less distributions:
  Dividends from net investment income
--------------------------------------------------------------------------------------------
  Distributions from net realized gains
============================================================================================
    Total distributions
============================================================================================
Net asset value, end of period                                                   $
____________________________________________________________________________________________
============================================================================================
Total return                                                                           %
____________________________________________________________________________________________
============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                                         $
____________________________________________________________________________________________
============================================================================================
Ratio of expenses to average net assets:
  With expense reimbursements                                                          %
--------------------------------------------------------------------------------------------
  Without expense reimbursements                                                       %
============================================================================================
Ratio of net investment income to average net assets                                   %
____________________________________________________________________________________________
============================================================================================
Portfolio turnover rate                                                                %
____________________________________________________________________________________________
============================================================================================

25


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                    GLOBAL EQUITY--
                                                                  INSTITUTIONAL CLASS
                                                              ----------------------------
                                                                            APRIL 30, 2004
                                                              SIX MONTHS     (DATE SALES
                                                                ENDED       COMMENCED) TO
                                                               JUNE 30,      DECEMBER 31,
                                                                 2005            2004
                                                              ----------    --------------
Net asset value, beginning of period                                           $
------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income
------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)
==========================================================================================
    Total from investment operations
==========================================================================================
Less distributions from net realized gains
==========================================================================================
Redemptions fees added to shares of beneficial interest
==========================================================================================
Net asset value, end of period                                                 $
__________________________________________________________________________________________
==========================================================================================
Total return                                                                          %
__________________________________________________________________________________________
==========================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                                       $
__________________________________________________________________________________________
==========================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                                      %
------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                                   %
==========================================================================================
Ratio of net investment income to average net assets                                  %
__________________________________________________________________________________________
==========================================================================================
Portfolio turnover rate                                                               %
__________________________________________________________________________________________
==========================================================================================

26


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                    GROWTH ALLOCATION--
                                                                    INSTITUTIONAL CLASS
                                                              -------------------------------
                                                                             APRIL 30, 2004
                                                              SIX MONTHS    (DATE OPERATIONS
                                                                ENDED        COMMENCED) TO
                                                               JUNE 30,       DECEMBER 31,
                                                                 2005             2004
                                                              ----------   ------------------
Net asset value, beginning of period                                             $
---------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income
=============================================================================================
  Net gains on securities (both realized and unrealized)
=============================================================================================
    Total from investment operations
=============================================================================================
Less distributions:
  Dividends from net investment income
---------------------------------------------------------------------------------------------
  Distributions from net realized gains
=============================================================================================
    Total distributions
=============================================================================================
Net asset value, end of period                                                   $
_____________________________________________________________________________________________
=============================================================================================
Total return                                                                           %
_____________________________________________________________________________________________
=============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                                         $
_____________________________________________________________________________________________
=============================================================================================
Ratio of expenses to average net assets:
  With fee waivers                                                                     %
---------------------------------------------------------------------------------------------
  Without fee waivers                                                                  %
=============================================================================================
Ratio of net investment income to average net assets                                   %
_____________________________________________________________________________________________
=============================================================================================
Portfolio turnover rate                                                                %
_____________________________________________________________________________________________
=============================================================================================

27


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                MID CAP CORE EQUITY--
                                                                                 INSTITUTIONAL CLASS
                                                              ---------------------------------------------------------
                                                                                                         MARCH 15, 2002
                                                              SIX MONTHS           YEAR ENDED             (DATE SALES
                                                                ENDED             DECEMBER 31,           COMMENCED) TO
                                                               JUNE 30,     -------------------------     DECEMBER 31,
                                                                 2005        2004              2003           2002
                                                              ----------    -------           -------    --------------
Net asset value, beginning of period                                        $                 $              $
-----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income
-----------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)
=======================================================================================================================
    Total from investment operations
=======================================================================================================================
Less distributions from net realized gains
=======================================================================================================================
Net asset value, end of period                                              $                 $              $
_______________________________________________________________________________________________________________________
=======================================================================================================================
Total return                                                                       %                 %             %
_______________________________________________________________________________________________________________________
=======================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                                    $                 $              $
_______________________________________________________________________________________________________________________
=======================================================================================================================
Ratio of expenses to average net assets                                            %                 %             %
=======================================================================================================================
Ratio of net investment income to average net assets                               %                 %             %
_______________________________________________________________________________________________________________________
=======================================================================================================================
Portfolio turnover rate                                                            %                 %             %
_______________________________________________________________________________________________________________________
=======================================================================================================================

28


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                    MODERATE ALLOCATION--
                                                                     INSTITUTIONAL CLASS
                                                                ------------------------------
                                                                               APRIL 30, 2004
                                                                SIX MONTHS    (DATE OPERATIONS
                                                                  ENDED        COMMENCED) TO
                                                                 JUNE 30,       DECEMBER 31,
                                                                   2005             2004
                                                                ----------    ----------------
Net asset value, beginning of period                                               $
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income
----------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)
==============================================================================================
    Total from investment operations
==============================================================================================
Less distributions:
  Dividends from net investment income
----------------------------------------------------------------------------------------------
  Distributions from net realized gains
==============================================================================================
    Total distributions
==============================================================================================
Net asset value, end of period                                                     $
______________________________________________________________________________________________
==============================================================================================
Total return                                                                             %
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                                           $
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With expense reimbursements                                                            %
----------------------------------------------------------------------------------------------
  Without expense reimbursements                                                         %
______________________________________________________________________________________________
==============================================================================================
Ratio of net investment income to average net assets                                     %
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate                                                                  %
______________________________________________________________________________________________
==============================================================================================

29


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                  MODERATE GROWTH
                                                                    ALLOCATION--
                                                                INSTITUTIONAL CLASS
                                                                --------------------
                                                                   APRIL 29, 2005
                                                                  (DATE OPERATIONS
                                                                   COMMENCED) TO
                                                                      JUNE 30,
                                                                        2005
                                                                --------------------
Net asset value, beginning of period
------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income
------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)
====================================================================================
    Total from investment operations
====================================================================================
Less distributions:
  Dividends from net investment income
------------------------------------------------------------------------------------
  Distributions from net realized gains
====================================================================================
    Total distributions
====================================================================================
Net asset value, end of period
____________________________________________________________________________________
====================================================================================
Total return
____________________________________________________________________________________
====================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)
____________________________________________________________________________________
====================================================================================
Ratio of expenses to average net assets:
  With expense reimbursements
------------------------------------------------------------------------------------
  Without expense reimbursements
____________________________________________________________________________________
====================================================================================
Ratio of net investment income to average net assets
____________________________________________________________________________________
====================================================================================
Portfolio turnover rate
____________________________________________________________________________________
====================================================================================

30


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                     MODERATELY
                                                                    CONSERVATIVE
                                                                    ALLOCATION--
                                                                INSTITUTIONAL CLASS
                                                                --------------------
                                                                   APRIL 29, 2005
                                                                  (DATE OPERATIONS
                                                                   COMMENCED) TO
                                                                      JUNE 30,
                                                                        2005
                                                                --------------------
Net asset value, beginning of period
------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income
------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)
====================================================================================
    Total from investment operations
====================================================================================
Less distributions:
  Dividends from net investment income
------------------------------------------------------------------------------------
  Distributions from net realized gains
====================================================================================
    Total distributions
====================================================================================
Net asset value, end of period
____________________________________________________________________________________
====================================================================================
Total return
____________________________________________________________________________________
====================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)
____________________________________________________________________________________
====================================================================================
Ratio of expenses to average net assets:
  With expense reimbursements
------------------------------------------------------------------------------------
  Without expense reimbursements
____________________________________________________________________________________
====================================================================================
Ratio of net investment income to average net assets
____________________________________________________________________________________
====================================================================================
Portfolio turnover rate
____________________________________________________________________________________
====================================================================================

31


AIM BASIC VALUE - CONSERVATIVE ALLOCATION - GLOBAL EQUITY - GROWTH ALLOCATION
INCOME ALLOCATION - INTERNATIONAL ALLOCATION - MID CAP CORE EQUITY - MODERATE
ALLOCATION

MODERATE GROWTH ALLOCATION - MODERATELY CONSERVATIVE ALLOCATION - SMALL CAP
GROWTH FUNDS

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                    SMALL CAP GROWTH--
                                                                                    INSTITUTIONAL CLASS
                                                          -----------------------------------------------------------------------
                                                                                                                   MARCH 15, 2002
                                                          SIX MONTHS                  YEAR ENDED                    (DATE SALES
                                                            ENDED                    DECEMBER 31,                  COMMENCED) TO
                                                           JUNE 30,         ------------------------------          DECEMBER 31,
                                                             2005             2004                  2003                2002
                                                          ----------        --------              --------         --------------
Net asset value, beginning of period                                        $                     $                   $
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized
    and unrealized)
=================================================================================================================================
    Total from investment operations
=================================================================================================================================
Net asset value, end of period                                              $                     $                   $
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(b)                                                                     %                     %                  %
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                                    $                     $                   $
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                                    %                     %                  %
---------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense
    reimbursements                                                                  %                     %                  %
=================================================================================================================================
Ratio of net investment income (loss) to average
  net assets                                                                        %                     %                  %
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate(e)                                                          %                     %                  %
_________________________________________________________________________________________________________________________________
=================================================================================================================================

32


THE AIM FUNDS - INSTITUTIONAL CLASS

SHAREHOLDER INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds (the funds). The following information is about the Institutional Classes of all funds, which are offered to certain eligible institutional investors. Consult the fund's Statement of Additional Information for the Institutional Class for details.

SHARES SOLD WITHOUT SALES CHARGES

You will not pay an initial or contingent deferred sales charge on purchases of any Institutional Class shares.

PURCHASING SHARES

MINIMUM INVESTMENTS PER ACCOUNT

The minimum investments for Institutional Class accounts are as follows:

                                                                INITIAL      ADDITIONAL
TYPE OF ACCOUNT                                               INVESTMENTS    INVESTMENTS
----------------------------------------------------------------------------------------
Defined Benefit Plans or Platform Sponsors for Defined
Contribution Plans                                            $        0     no minimum
Banks acting in a fiduciary or similar capacity, Collective
and Common Trust Funds, Banks and Broker-Dealers acting for
their own account or Foundations and Endowments                1 million     no minimum
Defined Contribution Plans (Corporate, Non-profit or
Governmental)                                                 10 million     no minimum
----------------------------------------------------------------------------------------

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below. Purchase orders will not be processed unless the account application and purchase payment are received in good order. In accordance with the USA PATRIOT Act, if you fail to provide all the required information requested in the current account application, your purchase order will not be processed. Additionally, Federal law requires that the fund verify and record your identifying information.

PURCHASE OPTIONS

                                    OPENING AN ACCOUNT                            ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor         Contact your financial advisor.               Same
                                    The financial advisor should mail your
                                    completed account application to the
                                    transfer agent,
                                    AIM Investment Services, Inc.,
                                    P.O. Box 0843,
                                    Houston, TX 77210-0843.
                                    The financial advisor should call the
                                    transfer agent at (800) 659-1005 to
                                    receive a reference number.
                                    Then, use the following wire instructions:

                                    Beneficiary Bank
                                    ABA/Routing #: 113000609
                                    Beneficiary Account Number: 00100366732
                                    Beneficiary Account Name: AIM Investment
                                    Services, Inc.
                                    RFB: Fund Name, Reference #
                                    OBI: Your Name, Account #

By Telephone                        Open your account as described above.         Call the transfer agent at (800) 659-1005
                                                                                  and wire payment for your purchase order
                                                                                  in accordance with the wire instructions
                                                                                  noted above.
----------------------------------------------------------------------------------------------------------------------------

SPECIAL PLANS

AUTOMATIC DIVIDEND INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund at net asset value. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund.

ADDITIONAL PAYMENTS TO FINANCIAL ADVISORS

A I M Distributors, Inc. (ADI) or one or more of its corporate affiliates (collectively, ADI Affiliates) may make additional cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These additional cash payments may include cash revenue sharing payments and other payments for certain administrative services, transaction processing services and certain other marketing support services. ADI Affiliates make these payments

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THE AIM FUNDS - INSTITUTIONAL CLASS

from their own resources and from ADI's retention of underwriting concessions. In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates.

ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits ADI Affiliates receive when it makes these payments include, among other things, placing the funds on the financial advisor's funds sales system, placing the funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including the funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The revenue sharing payments ADI Affiliates make may be calculated on the average daily net assets of the applicable funds attributable to that particular financial advisor (Asset-Based Payments), in which case the total amount of such cash payments shall not exceed 0.10% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain previously sold shares of the funds in investor accounts.

ADI Affiliates also may make other payments to certain financial advisors for processing certain transactions or account maintenance activities (such as processing purchases, redemptions or exchanges or producing customer account statements) or for providing certain other marketing support services (such as financial assistance for conferences, seminars or sales or training programs at which ADI Affiliates personnel may make presentations on the funds to the financial advisor's sales force). Financial advisors may earn profits on these payments for these services, since the amount of the payment may exceed the cost of providing the service. Certain of these payments are subject to limitations under applicable law.

ADI Affiliates are motivated to make the payments described above since they promote the sale of fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of the funds or retain shares of the funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the funds with respect to those assets.

You can find further details in the fund's Statement of Additional Information about these payments and the services provided by financial advisors. In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY DISCLOSURES

While the funds provide their shareholders with daily liquidity, their investment programs are designed to serve long-term investors and are not designed to accommodate excessive short-term trading activity in violation of our policies described below. Excessive short-term trading activity in the funds' shares (i.e., a purchase of fund shares followed shortly thereafter by a redemption of such shares, or vice versa) may hurt the long-term performance of certain funds by requiring them to maintain an excessive amount of cash or to liquidate portfolio holdings at a disadvantageous time, thus interfering with the efficient management of such funds by causing them to incur increased brokerage and administrative costs. Where excessive short-term trading activity seeks to take advantage of arbitrage opportunities from stale prices for portfolio securities, the value of fund shares held by long-term investors may be diluted. The Boards of Trustees have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all funds except money market funds. However, there is the risk that these funds' policies and procedures will prove ineffective in whole or in part to detect or prevent excessive or short-term trading. These funds may alter their policies at any time without prior notice to shareholders if the advisor believes the change would be in the best interests of long-term shareholders.

AIM and its affiliates (collectively, AIM Affiliates) currently use the following tools designed to discourage excessive short-term trading in the retail funds:

(1) trade activity monitoring;

(2) trading guidelines;

(3) redemption fee on trades in certain funds; and

(4) use of fair value pricing consistent with procedures approved by the Boards of Trustees of the funds.

Each of these tools is described in more detail below. Although these tools are designed to discourage excessive short-term trading, you should understand that none of these tools alone nor all of them taken together eliminate the possibility that excessive short-term trading activity in the funds will occur. Moreover, each of these tools involves judgments that are inherently subjective. The AIM Affiliates seek to make these judgments to the best of their abilities in a manner that they believe is consistent with long-term shareholder interests.

The Boards of Trustees of AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio (the money market funds) have not adopted any policies and procedures that would limit frequent purchases and redemptions of such funds' shares. The Boards do not believe that it is appropriate to adopt any such policies and procedures for the money market funds for the following reasons:

- The money market funds are offered to investors as cash management vehicles. Investors must perceive an investment in such funds

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THE AIM FUNDS - INSTITUTIONAL CLASS

as an alternative to cash, and must be able to purchase and redeem shares regularly and frequently.

- One of the advantages of a money market fund as compared to other investment options is liquidity. Any policy that diminishes the liquidity of the money market funds will be detrimental to the continuing operations of such funds.

- The money market funds' portfolio securities are valued on the basis of amortized cost, and such funds seeks to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

- Because the money market funds seek to maintain a constant net asset value, investors expect to receive upon redemption the amount they originally invested in such funds. Imposition of redemption fees would run contrary to investor expectations.

The Boards considered the risks of not having a specific policy that limits frequent purchases and redemptions, and it determined that those risks are minimal, especially in light of the reasons for not having such a policy as described above. Nonetheless, to the extent that the fund must maintain additional cash and/or securities with short-term durations than may otherwise be required, the fund's yield could be negatively impacted.

TRADE ACTIVITY MONITORING

The AIM Affiliates monitor selected trades on a daily basis in an effort to detect excessive short-term trading activities. If, as a result of this monitoring, the AIM Affiliates believe that a shareholder has engaged in excessive short-term trading, they will seek to act in a manner that they believe is consistent with the best interests of long-term investors, which may include taking steps such as (i) asking the shareholder to take action to stop such activities or (ii) refusing to process future purchases or exchanges related to such activities in the shareholder's accounts other than exchanges into a money market fund. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above.

The ability of the AIM Affiliates to monitor trades that are placed by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts. This is one reason why this tool cannot eliminate the possibility of excessive short-term trading.

TRADING GUIDELINES

If you exceed four exchanges out of a fund (other than AIM Money Market Fund, AIM Tax-Exempt Cash Fund, AIM Limited Maturity Treasury Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio) per calendar year, or a fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders. Each fund and the AIM Affiliates reserve the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if they believe that granting such exceptions would be consistent with the best interests of shareholders. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. The movement out of one fund (redemption) and into one or more other funds (purchase) on the same day shall be counted as one exchange. Exchanges effected as part of programs that have been determined by an AIM Affiliate to be non-discretionary, such as dollar cost averaging, portfolio rebalancing, or other automatic non-discretionary programs that involve exchanges, generally will not be counted toward the trading guidelines limitation of four exchanges out of a fund per calendar year.

The ability of the AIM Affiliates to monitor exchanges made by the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to implement these trading guidelines and may be further limited by systems limitations applicable to those types of accounts.

Some investments in the funds are made indirectly through vehicles such as qualified tuition plans, variable annuity and insurance contracts, and funds of funds which use the funds as underlying investments (each a conduit investment vehicle). If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to impose exchange limitations on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle.

REDEMPTION FEE

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 30 days of purchase. See "Redeeming Shares -- Redemption Fee" for more information.

The ability of a fund to assess a redemption fee on the underlying shareholders of omnibus accounts maintained by brokers, retirement plan accounts and approved fee-based program accounts is severely limited or non-existent in those instances in which the broker, retirement plan administrator or fee-based program sponsor maintains the underlying shareholder accounts and is unwilling or unable to assess such fees and may be further limited by systems limitations applicable to these types of accounts.

For additional discussion of the applicability of redemption fees on shares of the fund held through omnibus accounts, retirement plan accounts, approved fee-based program accounts and conduit investment vehicles, see "Redeeming Shares -- Redemption Fee".

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THE AIM FUNDS - INSTITUTIONAL CLASS

FAIR VALUE PRICING

Securities owned by a fund are to be valued at current market value if market quotations are readily available. All other securities and assets of a fund for which market quotations are not readily available are to be valued at fair value determined in good faith using procedures approved by the Board of Trustees of the fund. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

See "Pricing of Shares -- Determination of Net Asset Value" for more information.

REDEEMING SHARES

REDEMPTION FEE
You may be charged a 2% redemption fee (on redemption proceeds) if you redeem, including redeeming by exchange, shares of the following funds within 30 days of their purchase:

AIM Asia Pacific Growth Fund  AIM Global Value Fund
AIM Developing Markets Fund   AIM High Yield Fund
AIM European Growth Fund      AIM International Core Equity Fund
AIM European Small Company    AIM International Growth Fund
Fund                          AIM International Small Company Fund
AIM Global Aggressive Growth  AIM S&P 500 Index Fund
Fund                          AIM Trimark Fund
AIM Global Equity Fund
AIM Global Growth Fund
AIM Global Real Estate Fund

The redemption fee will be retained by the fund from which you are redeeming shares (including redemptions by exchange), and is intended to offset the trading costs, market impact and other costs associated with short-term money movements in and out of the fund. The redemption fee is imposed to the extent that the number of fund shares you redeem exceeds the number of fund shares that you have held for more than 30 days. In determining whether the minimum 30 day holding period has been met, only the period during which you have held shares of the fund from which you are redeeming is counted. For this purpose, shares held longest will be treated as being redeemed first and shares held shortest as being redeemed last.

The 2% redemption fee generally will not be charged on transactions involving the following:

(1) total or partial redemptions of shares by omnibus accounts maintained by brokers that do not have the systematic capability to process the redemption fee;

(2) total or partial redemptions of shares by approved fee-based programs that do not have the systematic capability to process the redemption fee;

(3) total or partial redemptions of shares held through retirement plans maintained pursuant to Sections 401, 403, 408, 408A and 457 of the Internal Revenue Code (the "Code") where the systematic capability to process the redemption fee does not exist;

(4) total or partial redemptions effectuated by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and insurance company separate accounts which use the funds as underlying investments;

(5) total or partial redemptions effectuated pursuant to an automatic non-discretionary rebalancing program or a systematic withdrawal plan established with the funds or a financial intermediary;

(6) total or partial redemptions requested within 30 days following the death or post-purchase disability of (i) any registered shareholder on an account or
(ii) the settlor of a living trust which is the registered shareholder of an account, of shares held in the account at the time of death or initial determination of post-purchase disability;

(7) total or partial redemption of shares acquired through investment of dividends and other distributions; or

(8) redemptions initiated by a fund.

The AIM Affiliates' goals are to apply the redemption fee on all classes of shares of the above funds regardless of the type of account in which such shares are held. This goal is not immediately achievable because of systems limitations and marketplace resistance. Brokers that maintain omnibus accounts, sponsors of fee-based program accounts and retirement plan administrators for accounts that are exempt from the redemption fee pursuant to (1) through (8) above may impose a redemption fee that has different characteristics, which may be more or less restrictive, than those set forth above.

Some investments in the funds are made indirectly through conduit investment vehicles. If shares of the funds are held in the name of a conduit investment vehicle and not in the names of the individual investors who have invested in the funds through the conduit investment vehicle, the conduit investment vehicle may be considered an individual shareholder of the funds. To the extent that a conduit investment vehicle is considered an individual shareholder of the funds, the funds are likely to be limited in their ability to assess redemption fees on individual transactions initiated by investors who have invested in the funds through the conduit investment vehicle. In these cases, the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the conduit investment vehicle in a fund.

The funds have the discretion to waive the 2% redemption fee if a fund is in jeopardy of losing its registered investment company qualification for tax purposes.

Your broker or financial advisor may charge service fees for handling redemption transactions. Your shares also may be subject to a contingent deferred sales charge (CDSC) in addition to the redemption fee.

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THE AIM FUNDS - INSTITUTIONAL CLASS

HOW TO REDEEM SHARES

Through a Financial Advisor            Contact your financial advisor.

                                       Redemption proceeds will be sent in accordance with the wire
                                       instructions specified in the account application provided
                                       to the transfer agent. The transfer agent must receive your
                                       financial intermediary's call before the close of the
                                       customary trading session of the New York Stock Exchange
                                       (NYSE) on days the NYSE is open for business in order to
                                       effect the redemption at that day's closing price.

By Telephone                           A person who has been authorized in the account application
                                       to effect transactions may make redemptions by telephone.
                                       You must call the transfer agent before the close of the
                                       customary trading session of the NYSE on days the NYSE is
                                       open for business in order to effect the redemption at that
                                       day's closing price.


TIMING AND METHOD OF PAYMENT

We normally will send out redemption proceeds within one business day, and in any event no more than seven days, after we accept your request to redeem.

REDEMPTION BY TELEPHONE
If you redeem by telephone, we will transmit the amount of the redemption proceeds electronically to your pre-authorized bank account. We use reasonable procedures to confirm that instructions communicated by telephone are genuine and are not liable for telephone instructions that are reasonably believed to be genuine.

REDEMPTIONS IN KIND
Although the funds generally intend to pay redemption proceeds solely in cash, the funds reserve the right determine in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind).

REDEMPTIONS BY THE AIM FUNDS
If the fund determines that you have not provided a correct Social Security or other tax ID number on your account application, or the fund is not able to verify your identity as required by law, the fund may, at its discretion, redeem the account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under most circumstances, exchange Institutional Class shares in one fund for Institutional Class shares of another fund. An exchange is the purchase of shares in one fund which is paid for with the proceeds from a redemption of shares of another fund effectuated on the same day. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

You may be charged a redemption fee on certain redemptions, including exchanges. See "Redeeming Shares -- Redemption Fee."

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

- Shares of the fund you wish to acquire must be available for sale in your state of residence;

- Exchanges must be made between accounts with identical registration information;

- The account you wish to exchange from must have a certified tax identification number (or the Fund has received an appropriate Form W-8 or W-9);

- Shares must have been held for at least one day prior to the exchange with the exception of dividends that are reinvested; and

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

TERMS OF EXCHANGE

Under unusual market conditions, a fund may delay the purchase of shares being acquired in an exchange for up to five business days if it determines that it would be materially disadvantaged by the immediate transfer of exchange proceeds. The exchange privilege is not an option or right to purchase shares. Any of the participating funds or the distributor may modify or terminate this privilege at any time. The fund or the distributor will provide you with notice of such modification or termination whenever it is required to do so by applicable law, but may impose changes at any time for emergency purposes.

BY TELEPHONE

Conditions that apply to exchanges by telephone are the same as redemptions by telephone, including that the transfer agent must receive exchange requests during the hours of the customary trading session of the NYSE; however, you still will be allowed to exchange by telephone even if you have changed your address of record within the preceding 30 days.

EACH FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:
- REJECT OR CANCEL ALL OR ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;
- MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY FUND; OR
- SUSPEND, CHANGE OR WITHDRAW ALL OR ANY PART OF THE OFFERING MADE BY THIS PROSPECTUS.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are not readily available at their fair value in good faith using procedures approved by the Boards of Trustees of the funds. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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THE AIM FUNDS - INSTITUTIONAL CLASS

Even when market quotations are available, they may be stale or they may be unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees. Fair value pricing may reduce the ability of frequent traders to take advantage of arbitrage opportunities resulting from potentially "stale" prices of portfolio holdings. However, it cannot eliminate the possibility of frequent trading.

Fair value is that amount that the owner might reasonably expect to receive for the security upon its current sale. Fair value requires consideration of all appropriate factors, including indications of fair value available from pricing services. A fair value price is an estimated price and may vary from the prices used by other mutual funds to calculate their net asset values.

AIM may use indications of fair value from pricing services approved by the Boards of Trustees. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Boards of Trustees. As a means of evaluating its fair value process, AIM routinely compares closing market prices, the next day's opening prices for the security in its primary market if available, and indications of fair value from other sources. Fair value pricing methods and pricing services can change from time to time as approved by the Boards of Trustees.

Specific types of securities are valued as follows:

Domestic Exchange Traded Equity Securities: Market quotations are generally available and reliable for domestic exchange traded equity securities. If market quotations are not available or are unreliable, AIM will value the security at fair value in good faith using procedures approved by the Boards of Trustees.

Foreign Securities: If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

Fund securities primarily traded on foreign markets may trade on days that are not business days of the fund. Because the net asset value of fund shares is determined only on business days of the fund, the value of the portfolio securities of a fund that invests in foreign securities may change on days when you will not be able to purchase or redeem shares of the fund.

Fixed Income Securities: Government, corporate, asset-backed and municipal bonds and convertible securities, including high yield or junk bonds, are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service is unreliable, the AIM valuation committee may fair value the security using procedures approved by the Boards of Trustees.

Short-term Securities: The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio value all their securities at amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund and AIM Tax-Free Intermediate Fund value variable rate securities that have an unconditional demand or put feature exercisable within seven days or less at par, which reflects the market value of such securities.

Futures and Options: Futures and options are valued on the basis of market quotations, if available.

Open-end Funds: To the extent a fund invests in other open-end funds, the investing fund will calculate its net asset value using the net asset value of the underlying fund in which it invests.

Each fund determines the net asset value of its shares on each day the NYSE is open for business, as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each day the NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares on each day the NYSE is open for business, prior to the close of the customary trading session or any earlier NYSE closing time that day. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under

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THE AIM FUNDS - INSTITUTIONAL CLASS

unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year.

Any long-term or short-term capital gains realized from redemptions of fund shares will be subject to federal income tax. Exchanges of shares for shares of another fund are treated as a sale, and any gain realized on the transaction will generally be subject to federal income tax.

INVESTORS IN TAX-EXEMPT FUNDS SHOULD READ THE INFORMATION UNDER THE HEADING "OTHER INFORMATION -- SPECIAL TAX INFORMATION REGARDING THE FUND" IN THEIR PROSPECTUS.

The foreign, state and local tax consequences of investing in fund shares may differ materially from the federal income tax consequences described above. In addition, the preceding discussion concerning the taxability of fund dividends and distributions and of redemptions and exchanges of fund shares is inapplicable to investors that are generally exempt from federal income tax, such as retirement plans that are qualified under Section 401, 403, 408, 408A and 457 of the Internal Revenue Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

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A-7

OBTAINING ADDITIONAL INFORMATION

More information may be obtained free of charge upon request. The Statement of Additional Information (SAI), a current version of which is on file with the Securities and Exchange Commission (SEC), contains more details about the funds and is incorporated by reference into the prospectus (is legally a part of 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. The fund also files its complete schedule of portfolio holdings with the SEC for the 1st and 3rd quarters of each fiscal year on Form N-Q.

If you have questions about 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 at AIM Investment Services, Inc., P.O. Box 4497, Houston, TX 77210-4497 or

BY TELEPHONE:          (800) 659-1005

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

THE FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED
ON FORM N-Q, ARE ALSO AVAILABLE AT
WWW.AIMINVESTMENTS.COM.

You also can review and obtain copies of a fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplication fee, by sending a letter to the SEC's Public Reference Room, 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 Value Fund, AIM Conservative Allocation Fund, AIM Global Equity Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Mid Cap Core Equity Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund, AIM Moderately Conservative Allocation Fund and AIM Small Cap Growth Fund

   SEC 1940 Act file number: 811-2699
----------------------------------------

AIMinvestments.com     AGS-PRO-1
                YOUR GOALS. OUR SOLUTIONS.   [AIM INVESTMENTS LOGO APPEARS HERE]
                 --Registered Trademark--          --Registered Trademark--


Subject to Completion - dated August 11, 2005

STATEMENT OF
ADDITIONAL INFORMATION

AIM GROWTH SERIES
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 GROWTH SERIES LISTED BELOW. THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS, AND IT SHOULD BE READ IN CONJUNCTION WITH THE PROSPECTUS FOR THE INSTITUTIONAL CLASSES OF THE FUNDS LISTED BELOW. YOU MAY OBTAIN A COPY OF A PROSPECTUS FOR THE FUNDS LISTED BELOW FROM AN AUTHORIZED DEALER OR BY WRITING TO:

AIM INVESTMENT SERVICES, INC.
P.O. BOX 4739
HOUSTON, TEXAS 77210-4739
OR BY CALLING (800) 659-1005


THIS STATEMENT OF ADDITIONAL INFORMATION, DATED OCTOBER 28, 2005, RELATES TO THE PROSPECTUS FOR THE INSTITUTIONAL CLASSES OF THE FOLLOWING FUNDS:

               FUND                                              DATED
           AIM BASIC VALUE FUND                             APRIL 29, 2005
     AIM CONSERVATIVE ALLOCATION FUND                       APRIL 29, 2005
          AIM GLOBAL EQUITY FUND                            APRIL 29, 2005
        AIM GROWTH ALLOCATION FUND                          APRIL 29, 2005
        AIM INCOME ALLOCATION FUND                         OCTOBER 28, 2005
     AIM INTERNATIONAL ALLOCATION FUND                     OCTOBER 28, 2005
       AIM MID CAP CORE EQUITY FUND                         APRIL 29, 2005
       AIM MODERATE ALLOCATION FUND                         APRIL 29, 2005
    AIM MODERATE GROWTH ALLOCATION FUND                     APRIL 29, 2005
AIM MODERATELY CONSERVATIVE ALLOCATION FUND                 APRIL 29, 2005
         AIM SMALL CAP GROWTH FUND                          APRIL 29, 2005

The information in this Statement of Additional Information is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This Statement of Additional Information is not an offer to sell these securities and is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.


AIM GROWTH SERIES

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

                                                                                                               PAGE
GENERAL INFORMATION ABOUT THE TRUST...............................................................................1

         Fund History.............................................................................................1
         Shares of Beneficial Interest............................................................................2

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS..........................................................3
         Classification...........................................................................................3
         Investment Strategies and Risks..........................................................................4
         Asset Allocation Funds...................................................................................4
                  Equity Investments.............................................................................11
                  Foreign Investments............................................................................12
                  Debt Investments...............................................................................14
                  Other Investments..............................................................................20
                  Investment Techniques..........................................................................21
                  Derivatives....................................................................................26
                  Additional Securities or Investment Techniques.................................................33
         Fund Policies...........................................................................................34
         Temporary Defensive Positions...........................................................................37
         Portfolio Turnover......................................................................................37
         Policies and Procedures for Disclosure of Fund Holdings.................................................37

MANAGEMENT OF THE TRUST..........................................................................................40
         Board of Trustees.......................................................................................40
         Management Information..................................................................................40
                  Trustee Ownership of Fund Shares...............................................................43
                  Approval of Investment Advisory Agreements and Summary of Independent Written Fee Evaluation...43
         Compensation............................................................................................69
                  Retirement Plan For Trustees...................................................................69
                  Deferred Compensation Agreements...............................................................69
                  Purchases of Class A Shares of the Funds at Net Asset Value....................................70
         Codes of Ethics.........................................................................................70
         Proxy Voting Policies...................................................................................70

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES..............................................................70

INVESTMENT ADVISORY AND OTHER SERVICES...........................................................................70
         Investment Advisor......................................................................................70
                  Portfolio Managers.............................................................................73
                  Securities Lending Arrangements................................................................73
         Service Agreements......................................................................................74
         Other Service Providers.................................................................................74

BROKERAGE ALLOCATION AND OTHER PRACTICES.........................................................................75
         Brokerage Transactions..................................................................................75
         Commissions.............................................................................................75
         Broker Selection........................................................................................76
         Directed Brokerage (Research Services)..................................................................79
         Regular Brokers.........................................................................................79
         Allocation of Portfolio Transactions....................................................................79

ii

         Allocation of Equity Initial Public Offering ("IPO") Transactions.......................................79

PURCHASE, REDEMPTION AND PRICING OF SHARES.......................................................................79
         Transactions through Financial Intermediaries...........................................................79
         Purchase and Redemption of Shares.......................................................................80
         Offering Price..........................................................................................81
         Redemption In Kind......................................................................................82
         Backup Withholding......................................................................................83

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.........................................................................83
         Dividends and Distributions.............................................................................83
         Tax Matters.............................................................................................84

DISTRIBUTION OF SECURITIES.......................................................................................92
         Distributor.............................................................................................92

CALCULATION OF PERFORMANCE DATA..................................................................................93

PENDING LITIGATION...............................................................................................98


APPENDICES:

RATINGS OF DEBT SECURITIES......................................................................................A-1

EXAMPLES OF PERSONS TO WHOM AIM PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS......................B-1

TRUSTEES AND OFFICERS...........................................................................................C-1

TRUSTEE COMPENSATION TABLE......................................................................................D-1

PROXY POLICIES AND PROCEDURES...................................................................................E-1

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES.............................................................F-1

MANAGEMENT FEES.................................................................................................G-1

PORTFOLIO MANAGERS..............................................................................................H-1

ADMINISTRATIVE SERVICES FEES ...................................................................................I-1

BROKERAGE COMMISSIONS ..........................................................................................J-1

DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF REGULAR BROKERS OR DEALERS................K-1

PERFORMANCE DATA................................................................................................L-1

PENDING LITIGATION..............................................................................................M-1

FINANCIAL STATEMENTS.............................................................................................FS

iii

GENERAL INFORMATION ABOUT THE TRUST

FUND HISTORY

AIM Growth Series (the "Trust") is a Delaware statutory trust which is registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end series management investment company. The Trust currently consists of eleven separate portfolios: AIM Basic Value Fund, AIM Conservative Allocation Fund, AIM Global Equity Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Mid Cap Core Equity Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund, AIM Moderately Conservative Allocation Fund and AIM Small Cap Growth Fund (each a "Fund" and collectively, the "Funds"). This Statement of Additional Information relates solely to the Institutional Classes of the Funds. Under the Amended and Restated Agreement and Declaration of Trust, dated May 15, 2002, as amended (the "Trust Agreement"), the Board of Trustees of the Trust (the "Board") is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.

The Trust was originally organized on February 19, 1985, as a Massachusetts business trust. The Trust reorganized as a Delaware business trust on May 29, 1998. The following Funds were included in the reorganization: AIM Basic Value Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund. All historical financial and other information contained in this Statement of Additional Information for periods prior to May 29, 1998 relating to these Funds (or a class thereof) is that of the predecessor funds (or the corresponding class thereof) of GT Global Growth Series, the Trust's predecessor. Effective June 5, 2000, AIM Basic Value Fund no longer invests all of its investable assets in the Value Portfolio and directly invests in the securities in which it previously indirectly invested by virtue of its interests in the Value Portfolio. Effective September 11, 2000, AIM Small Cap Growth Fund no longer invests all of its investable assets in the Small Cap Portfolio and directly invests in the securities in which it previously indirectly invested by virtue of its interests in the Small Cap Portfolio. Prior to September 8, 1998, AIM Basic Value Fund was known as AIM America Value Fund and AIM Small Cap Growth Fund was known as AIM Small Cap Equity Fund. Prior to July 1, 2002, AIM Mid Cap Core Equity Fund was known as AIM Mid Cap Equity Fund (which was known as AIM Mid Cap Growth Fund prior to September 8, 1998). Prior to March 31, 2004, AIM Global Equity Fund was known as AIM Global Trends Fund. AIM Global Equity Fund succeeded to the assets and assumed the liabilities of a series portfolio with a corresponding name (the "Predecessor Fund") of AIM Series Trust, a Delaware statutory trust, on November 4, 2003. All historical information and other information contained in this Statement of Additional Information for periods prior to November 4, 2003, relating to AIM Global Equity Fund (or a class thereof) is that of the Predecessor Fund (or a corresponding class thereof). Prior to April 29, 2004, AIM Growth Allocation Fund was known as AIM Aggressive Allocation Fund. Each of the other Funds commenced operations as a series of the Trust.

Effective as of March 18, 2002, AIM Small Cap Growth Fund limited public sales of its shares to certain investors. Also, effective as of the close of business on February 27, 2004, AIM Mid Cap Core Equity Fund limited public sales of its shares to certain investors. The following types of investors may continue to invest in either Fund if they are invested in the Fund as of the date on which the Fund limited public sales of its shares to certain investors and remain invested in the Fund after that date: existing shareholders of the Fund; existing shareholders of the Fund who open other accounts in their name; retirement plans maintained pursuant to Section 401 of the Internal Revenue Code ("the Code"); retirement plans maintained pursuant to Section 403 of the Code, to the extent they are maintained by organizations established under Section 501(c)(3) of the Code; retirement plans maintained pursuant to Section 457 of the Code; non-qualified deferred compensation plans maintained pursuant to
Section 83 of the Code; and Qualified Tuition Programs maintained pursuant to
Section 529 of the Code. Future investments in the Fund made by existing brokerage firm wrap programs will be at the discretion of A I M Distributors, Inc. ("AIM Distributors"). Please contact AIM Distributors for approval. The following types of investors may open new accounts in either Fund, if approved by AIM Distributors: retirement plans maintained pursuant to Section 401 of the Code; retirement plans maintained pursuant to Section 403 of the Code, to the extent they are maintained by organizations established under Section 501(c)(3) of the Code; retirement plans maintained pursuant to Section 457 of the Code; non-qualified deferred


compensation plans maintained pursuant to Section 83 of the Code; Qualified Tuition Programs maintained pursuant to Section 529 of the Code; and the portfolio management team, including analysts. Such plans and programs that are considering AIM Small Cap Growth Fund or AIM Mid Cap Core Equity Fund as an investment option should contact AIM Distributors for approval. At A I M Advisors, Inc.'s ("AIM") discretion, proprietary asset allocation funds may open new accounts in the Fund.

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, 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 separate classes of shares as follows:

                                                                                                       INSTITUTIONAL
                    FUND                        CLASS A      CLASS B        CLASS C        CLASS R         CLASS
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Basic Value Fund                               X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Conservative Allocation Fund                   X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Global Equity Fund                             X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Growth Allocation Fund                         X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Income Allocation Fund                         X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM International Allocation Fund                  X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Mid Cap Core Equity Fund                       X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Moderate Allocation Fund                       X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Moderate Growth Allocation Fund                X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Moderately Conservative Allocation Fund        X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------
AIM Small Cap Growth Fund                          X            X              X              X              X
--------------------------------------------- ------------ ------------- -------------- -------------- ---------------

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 Fund allocable to such class available for distribution after satisfaction of outstanding liabilities of the Fund allocable to such class.

Each share of a Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features,

2

exchange 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 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. Shares do not have cumulative voting rights, which means that in situations in which shareholders elect trustees, holders of more than 50% of the shares voting for the election of trustees can elect all of the trustees of the Trust, and the holders of less than 50% of the shares voting for the election of trustees will not be able to elect any trustees.

Under Delaware law, shareholders of a Delaware statutory trust shall be entitled to the same limitations of liability extended to shareholders of private for-profit corporations. There is a remote possibility, however, that shareholders could, under certain circumstances, be held liable for the obligations of the Trust to the extent the courts of another state which does not recognize such limited liability were to apply the laws of such state to a controversy involving such obligations. The Trust Agreement disclaims shareholder liability for acts or obligations of the Trust and requires that notice of such disclaimer be given in each agreement, obligation or instrument entered into or executed by the Trust or the trustees to all parties, and each party thereto must expressly waive all rights of action directly against shareholders of the Trust. The Trust Agreement provides for indemnification out of the property of a Fund for all losses and expenses of any shareholder of such Fund held liable on account of being or having been a shareholder. Thus, the risk of a shareholder incurring financial loss due to shareholder liability is limited to circumstances in which a Fund is unable to meet its obligations and the complaining party is not held to be bound by the disclaimer.

The trustees and officers of the Trust will not be liable for any act, omission or obligation of the Trust or any trustee or officer; however, a trustee or officer is not protected against any liability to the Trust or to the shareholders to which a trustee or officer would otherwise be subject by reason of willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office with the Trust ("Disabling Conduct"). The Trust 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. The Trust's Bylaws provide for the advancement of payments to current and former trustees, officers and employees or agents of the Trust, or anyone serving at their request, in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding, expenses for which such person would be entitled to indemnification; provided that any advancement of payments would be reimbursed if it is ultimately determined that such person is not entitled to indemnification for such expenses.

SHARE CERTIFICATES. Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates.

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.

3

INVESTMENT STRATEGIES AND RISKS

The table on the following pages identifies various securities and investment techniques used by AIM in managing The AIM Family of Funds--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.

ASSET ALLOCATION FUNDS

AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund (the "Asset Allocation Funds") are "funds of funds" which invest in other underlying funds and do not directly invest in the securities or use the investment techniques indicated in the table.

Following is the list of the Asset Allocation Funds' underlying funds ("Underlying Funds") and their related percentage allocations. The Underlying Funds and their percentage allocations have been selected for use over longer time periods, but may be changed in the future without shareholder approval. The actual percentage allocations will vary from target weightings in the Underlying Funds due to factors such as market movements and capital flows. AIM automatically rebalances the Asset Allocation Funds' investments in the Underlying Funds on an annual basis to bring them back within their percentage allocations. AIM has the ability to rebalance on a more frequent basis if necessary. Some portion of each Asset Allocation Fund's portfolio will be held in cash due to purchase and redemption activity and other short term cash needs and the percentage allocations do not reflect the Asset Allocation Funds' working cash balances. AIM may change an Underlying Fund or its percentage allocation without shareholder approval. Cash flows will be managed to help maintain target percentage allocations.

4

                                                                                                             AIM            AIM
                                        AIM           AIM         AIM           AIM            AIM        MODERATE      MODERATELY
                                    CONSERVATIVE    GROWTH       INCOME     INTERNATIONAL    MODERATE      GROWTH      CONSERVATIVE
                                     ALLOCATION   ALLOCATION   ALLOCATION    ALLOCATION     ALLOCATION   ALLOCATION     ALLOCATION
                                        FUND         FUND         FUND          FUND           FUND         FUND           FUND
------------------------------------------------------------------------------------------------------------------------------------
AIM Capital Development Fund             0%            0%          0%             0%            0%            0%            2.5%
------------------------------------------------------------------------------------------------------------------------------------
AIM Charter Fund                         5%            0%          0%             0%            0%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Developing Markets Fund              0%            0%          0%             5%            0%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Diversified Dividend Fund            0%            0%         15%             0%            0%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Dynamics Fund                        0%            5%          0%             0%            5%            5%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Global Value Fund                    0%            0%          0%           27.5%           0%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM High Yield Fund                      0%            5%         15%             0%            10%          10%             5%
------------------------------------------------------------------------------------------------------------------------------------
AIM Income Fund                          0%            0%         10%             0%            0%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Intermediate Government Fund         0%            0%         10%             0%            0%            0%            15%
------------------------------------------------------------------------------------------------------------------------------------
AIM International Core Equity Fund      2.5%         12.5%         5%            35%            10%          11%             5%
------------------------------------------------------------------------------------------------------------------------------------
AIM International Growth Fund            0%          12.5%         0%           22.5%          7.5%          11%            2.5%
------------------------------------------------------------------------------------------------------------------------------------
AIM International Small Company          0%            0%          0%            10%            0%            0%             0%
Fund
------------------------------------------------------------------------------------------------------------------------------------
AIM Large Cap Basic Value Fund           5%          17.5%         0%             0%            10%          14%           11.25%
------------------------------------------------------------------------------------------------------------------------------------
AIM Large Cap Growth Fund                5%           20%          0%             0%           12.5%        16.5%          11.25%
------------------------------------------------------------------------------------------------------------------------------------
AIM Limited Maturity Treasury Fund       15%           0%          0%             0%            0%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Mid Cap Basic Value Fund             0%            0%          0%             0%            5%            5%             5%
------------------------------------------------------------------------------------------------------------------------------------
AIM Mid Cap Stock Fund                   0%            0%          0%             0%            5%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Multi-Sector Fund                   2.5%         12.5%         0%             0%            5%           7.5%           2.5%
------------------------------------------------------------------------------------------------------------------------------------
AIM Real Estate Fund                     0%            5%          7%             0%            0%           2.5%            0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Small Cap Equity Fund                0%            0%          0%             0%            0%           7.5%            0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Small Company Growth Fund            0%           10%          0%             0%            0%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Short Term Bond Fund                 25%           0%         10%             0%            5%            0%            15%
------------------------------------------------------------------------------------------------------------------------------------
AIM Total Return Bond Fund               25%           0%         20%             0%            25%          10%            25%
------------------------------------------------------------------------------------------------------------------------------------
AIM Trimark Endeavor Fund                5%            0%          0%             0%            0%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Trimark Small Companies Fund         0%            0%          0%             0%            5%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
AIM Utilities Fund                       0%            0%          8%             0%            0%            0%             0%
------------------------------------------------------------------------------------------------------------------------------------
A money market fund or direct            10%           0%          0%             0%            0%            0%             0%
investments in cash equivalents
and U.S. Government securities
------------------------------------------------------------------------------------------------------------------------------------

5

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

                                AIM        AIM           AIM         AIM         AIM            AIM           AIM MID        AIM
                               BASIC   CONSERVATIVE     GLOBAL      GROWTH      INCOME      INTERNATIONAL     CAP CORE     MODERATE
                               VALUE    ALLOCATION      EQUITY    ALLOCATION  ALLOCATION     ALLOCATION        EQUITY     ALLOCATION
            FUND               FUND       FUND*          FUND        FUND        FUND           FUND            FUND         FUND*
------------------------------------------------------------------------------------------------------------------------------------
SECURITY/INVESTMENT
TECHNIQUE
------------------------------------------------------------------------------------------------------------------------------------
                                                         EQUITY INVESTMENTS
------------------------------------------------------------------------------------------------------------------------------------
Common Stock                       X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Preferred Stock                    X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Convertible Securities             X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Alternative Entity Securities      X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
                                                        FOREIGN INVESTMENTS
------------------------------------------------------------------------------------------------------------------------------------
Foreign Securities                 X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Foreign Government                 X        X             X           X            X              X              X            X
Obligations
------------------------------------------------------------------------------------------------------------------------------------
Foreign Exchange Transactions      X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
                                              DEBT INVESTMENTS FOR FIXED INCOME FUNDS
------------------------------------------------------------------------------------------------------------------------------------
U.S. Government Obligations                 X                         X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Rule 2a-7 Requirements                      X                                      X                             X            X
------------------------------------------------------------------------------------------------------------------------------------
Mortgage-Backed and                         X                                      X                             X            X
Asset-Backed Securities
------------------------------------------------------------------------------------------------------------------------------------
Collateralized Mortgage                     X                                      X                             X            X
Obligations
------------------------------------------------------------------------------------------------------------------------------------
Bank Instruments                            X                                      X                             X            X
------------------------------------------------------------------------------------------------------------------------------------
Commercial Instruments                      X
------------------------------------------------------------------------------------------------------------------------------------
Participation Instruments                   X
------------------------------------------------------------------------------------------------------------------------------------
Municipal Securities                        X                                                                    X            X
------------------------------------------------------------------------------------------------------------------------------------
Municipal Lease Obligations
------------------------------------------------------------------------------------------------------------------------------------

                                     AIM           AIM            AIM
                                   MODERATE     MODERATELY       SMALL
                                    GROWTH     CONSERVATIVE       CAP
                                  ALLOCATION    ALLOCATION       GROWTH
            FUND                     FUND*         FUND           FUND
--------------------------------------------------------------------------
SECURITY/INVESTMENT
TECHNIQUE
                               EQUITY INVESTMENTS
--------------------------------------------------------------------------
Common Stock                          X              X             X
--------------------------------------------------------------------------
Preferred Stock                       X              X             X
--------------------------------------------------------------------------
Convertible Securities                X              X             X
--------------------------------------------------------------------------
Alternative Entity Securities         X              X             X
--------------------------------------------------------------------------
                              FOREIGN INVESTMENTS
--------------------------------------------------------------------------
Foreign Securities                    X              X
--------------------------------------------------------------------------
Foreign Government                    X              X             X
Obligations
--------------------------------------------------------------------------
Foreign Exchange Transactions         X              X             X
--------------------------------------------------------------------------
                    DEBT INVESTMENTS FOR FIXED INCOME FUNDS
--------------------------------------------------------------------------
U.S. Government Obligations           X              X
--------------------------------------------------------------------------
Rule 2a-7 Requirements                X              X
--------------------------------------------------------------------------
Mortgage-Backed and                   X              X
Asset-Backed Securities
--------------------------------------------------------------------------
Collateralized Mortgage               X              X
Obligations
--------------------------------------------------------------------------
Bank Instruments                      X              X
--------------------------------------------------------------------------
Commercial Instruments
--------------------------------------------------------------------------
Participation Instruments
--------------------------------------------------------------------------
Municipal Securities                  X              X
--------------------------------------------------------------------------
Municipal Lease Obligations
--------------------------------------------------------------------------

6

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

                                AIM        AIM           AIM         AIM         AIM            AIM           AIM MID        AIM
                               BASIC   CONSERVATIVE     GLOBAL      GROWTH      INCOME      INTERNATIONAL     CAP CORE     MODERATE
                               VALUE    ALLOCATION      EQUITY    ALLOCATION  ALLOCATION     ALLOCATION        EQUITY     ALLOCATION
            FUND               FUND       FUND*          FUND        FUND        FUND           FUND            FUND         FUND*
------------------------------------------------------------------------------------------------------------------------------------
SECURITY/INVESTMENT
TECHNIQUE
------------------------------------------------------------------------------------------------------------------------------------
Investment Grade Corporate                  X                                      X              X              X            X
Debt Obligations
------------------------------------------------------------------------------------------------------------------------------------
Junk Bonds                                  X                                      X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
                                                 DEBT INVESTMENTS FOR EQUITY FUNDS
------------------------------------------------------------------------------------------------------------------------------------
U.S. Government Obligations                                           X            X              X
------------------------------------------------------------------------------------------------------------------------------------
Mortgage-Backed and                                                   X            X              X
Asset-Backed Securities
------------------------------------------------------------------------------------------------------------------------------------
Collateralized Mortgage                     X                         X            X              X              X            X
Obligations
------------------------------------------------------------------------------------------------------------------------------------
Investment Grade Corporate         X        X             X           X            X              X              X            X
Debt Obligations
------------------------------------------------------------------------------------------------------------------------------------
Junk Bonds                                  X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Liquid Assets                      X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
                                                         OTHER INVESTMENTS
------------------------------------------------------------------------------------------------------------------------------------
REITs                              X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Other Investment Companies         X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Defaulted Securities                                                  X            X                             X            X
------------------------------------------------------------------------------------------------------------------------------------
Municipal Forward Contracts
------------------------------------------------------------------------------------------------------------------------------------
Variable or Floating Rate                   X                         X            X              X              X            X
Instruments
------------------------------------------------------------------------------------------------------------------------------------
Indexed Securities                          X                         X                           X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Zero-Coupon and Pay-in-Kind                 X                         X            X              X              X            X
Securities
------------------------------------------------------------------------------------------------------------------------------------
Synthetic Municipal
Instruments
------------------------------------------------------------------------------------------------------------------------------------


                                     AIM           AIM            AIM
                                   MODERATE     MODERATELY       SMALL
                                    GROWTH     CONSERVATIVE       CAP
                                  ALLOCATION    ALLOCATION       GROWTH
            FUND                     FUND*         FUND           FUND
--------------------------------------------------------------------------
Investment Grade Corporate            X              X
Debt Obligations
--------------------------------------------------------------------------
Junk Bonds                            X              X
--------------------------------------------------------------------------
                       DEBT INVESTMENTS FOR EQUITY FUNDS
--------------------------------------------------------------------------
U.S. Government Obligations           X              X             X
--------------------------------------------------------------------------
Mortgage-Backed and                   X              X
Asset-Backed Securities
--------------------------------------------------------------------------
Collateralized Mortgage               X              X
Obligations
--------------------------------------------------------------------------
Investment Grade Corporate            X              X             X
Debt Obligations
--------------------------------------------------------------------------
Junk Bonds                            X              X
--------------------------------------------------------------------------
Liquid Assets                         X              X             X
--------------------------------------------------------------------------
                               OTHER INVESTMENTS
--------------------------------------------------------------------------
REITs                                 X              X             X
--------------------------------------------------------------------------
Other Investment Companies            X              X             X
--------------------------------------------------------------------------
Defaulted Securities                  X              X
--------------------------------------------------------------------------
Municipal Forward Contracts
--------------------------------------------------------------------------
Variable or Floating Rate             X              X
Instruments
--------------------------------------------------------------------------
Indexed Securities                    X              X
--------------------------------------------------------------------------
Zero-Coupon and Pay-in-Kind           X              X
Securities
--------------------------------------------------------------------------
Synthetic Municipal
Instruments
--------------------------------------------------------------------------

7

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

                                AIM        AIM           AIM         AIM         AIM            AIM           AIM MID        AIM
                               BASIC   CONSERVATIVE     GLOBAL      GROWTH      INCOME      INTERNATIONAL     CAP CORE     MODERATE
                               VALUE    ALLOCATION      EQUITY    ALLOCATION  ALLOCATION     ALLOCATION        EQUITY     ALLOCATION
            FUND               FUND       FUND*          FUND        FUND        FUND           FUND            FUND         FUND*
------------------------------------------------------------------------------------------------------------------------------------
SECURITY/INVESTMENT
TECHNIQUE
------------------------------------------------------------------------------------------------------------------------------------
                                                       INVESTMENT TECHNIQUES
------------------------------------------------------------------------------------------------------------------------------------
Delayed Delivery Transactions      X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
When-Issued Securities             X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Short Sales                        X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Margin Transactions
------------------------------------------------------------------------------------------------------------------------------------
Swap Agreements                    X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Interfund Loans                    X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Borrowing                          X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Lending Portfolio Securities       X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Repurchase Agreements              X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Reverse Repurchase Agreements      X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Dollar Rolls                       X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Illiquid Securities                X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Rule 144A Securities               X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Unseasoned Issuers                          X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Sale of Money Market                        X
Securities
------------------------------------------------------------------------------------------------------------------------------------
Standby Commitments
------------------------------------------------------------------------------------------------------------------------------------

                                     AIM           AIM            AIM
                                   MODERATE     MODERATELY       SMALL
                                    GROWTH     CONSERVATIVE       CAP
                                  ALLOCATION    ALLOCATION       GROWTH
            FUND                     FUND*         FUND           FUND
--------------------------------------------------------------------------
                             INVESTMENT TECHNIQUES
--------------------------------------------------------------------------
Delayed Delivery Transactions         X              X             X
--------------------------------------------------------------------------
When-Issued Securities                X              X             X
--------------------------------------------------------------------------
Short Sales                           X              X             X
--------------------------------------------------------------------------
Margin Transactions
--------------------------------------------------------------------------
Swap Agreements                       X              X             X
--------------------------------------------------------------------------
Interfund Loans                       X              X             X
--------------------------------------------------------------------------
Borrowing                             X              X             X
--------------------------------------------------------------------------
Lending Portfolio Securities          X              X             X
--------------------------------------------------------------------------
Repurchase Agreements                 X              X             X
--------------------------------------------------------------------------
Reverse Repurchase Agreements         X              X             X
--------------------------------------------------------------------------
Dollar Rolls                          X              X             X
--------------------------------------------------------------------------
Illiquid Securities                   X              X             X
--------------------------------------------------------------------------
Rule 144A Securities                  X              X             X
--------------------------------------------------------------------------
Unseasoned Issuers                    X              X
--------------------------------------------------------------------------
Sale of Money Market
Securities
--------------------------------------------------------------------------
Standby Commitments
--------------------------------------------------------------------------

8

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

                                AIM        AIM           AIM         AIM         AIM            AIM           AIM MID        AIM
                               BASIC   CONSERVATIVE     GLOBAL      GROWTH      INCOME      INTERNATIONAL     CAP CORE     MODERATE
                               VALUE    ALLOCATION      EQUITY    ALLOCATION  ALLOCATION     ALLOCATION        EQUITY     ALLOCATION
            FUND               FUND       FUND*          FUND        FUND        FUND           FUND            FUND         FUND*
------------------------------------------------------------------------------------------------------------------------------------
SECURITY/INVESTMENT
TECHNIQUE
------------------------------------------------------------------------------------------------------------------------------------
                                                            DERIVATIVES
------------------------------------------------------------------------------------------------------------------------------------
Equity-Linked Derivatives          X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Bundled Securities                                                                 X
------------------------------------------------------------------------------------------------------------------------------------
Put Options                        X        X             X                        X                             X            X
------------------------------------------------------------------------------------------------------------------------------------
Call Options                       X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Straddles                          X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Warrants                           X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Futures Contracts and              X        X             X           X            X              X              X            X
Options on Futures Contracts
------------------------------------------------------------------------------------------------------------------------------------
Forward Currency Contracts         X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
Cover                              X        X             X           X            X              X              X            X
------------------------------------------------------------------------------------------------------------------------------------
                                            ADDITIONAL SECURITIES INVESTMENT TECHNIQUES
------------------------------------------------------------------------------------------------------------------------------------
Commercial Bank Obligations        X        X             X           X                           X
------------------------------------------------------------------------------------------------------------------------------------
Loan Participations and                                                                           X
Assignments
------------------------------------------------------------------------------------------------------------------------------------
Indexed Commercial Paper                                                                          X
------------------------------------------------------------------------------------------------------------------------------------
Premium Securities                                                                                X
------------------------------------------------------------------------------------------------------------------------------------
Structured Investments                                                                            X
------------------------------------------------------------------------------------------------------------------------------------
Stripped Income Securities                                                                        X
------------------------------------------------------------------------------------------------------------------------------------

                                     AIM           AIM            AIM
                                   MODERATE     MODERATELY       SMALL
                                    GROWTH     CONSERVATIVE       CAP
                                  ALLOCATION    ALLOCATION       GROWTH
            FUND                     FUND*         FUND           FUND
--------------------------------------------------------------------------
                                  DERIVATIVES
--------------------------------------------------------------------------
Equity-Linked Derivatives             X              X             X
--------------------------------------------------------------------------
Bundled Securities
--------------------------------------------------------------------------
Put Options                           X              X             X
--------------------------------------------------------------------------
Call Options                          X              X             X
--------------------------------------------------------------------------
Straddles                             X              X             X
--------------------------------------------------------------------------
Warrants                              X              X             X
--------------------------------------------------------------------------
Futures Contracts and                 X              X             X
Options on Futures Contracts
--------------------------------------------------------------------------
Forward Currency Contracts            X              X             X
--------------------------------------------------------------------------
Cover                                 X              X             X
--------------------------------------------------------------------------
                  ADDITIONAL SECURITIES INVESTMENT TECHNIQUES
--------------------------------------------------------------------------
Commercial Bank Obligations
--------------------------------------------------------------------------
Loan Participations and
Assignments
--------------------------------------------------------------------------
Indexed Commercial Paper
--------------------------------------------------------------------------
Premium Securities
--------------------------------------------------------------------------
Structured Investments
--------------------------------------------------------------------------
Stripped Income Securities
--------------------------------------------------------------------------

9

AIM GROWTH SERIES

SUMMARY OF SECURITIES AND INVESTMENT TECHNIQUES

                                AIM        AIM           AIM         AIM         AIM            AIM           AIM MID        AIM
                               BASIC   CONSERVATIVE     GLOBAL      GROWTH      INCOME      INTERNATIONAL     CAP CORE     MODERATE
                               VALUE    ALLOCATION      EQUITY    ALLOCATION  ALLOCATION     ALLOCATION        EQUITY     ALLOCATION
            FUND               FUND       FUND*          FUND        FUND        FUND           FUND            FUND         FUND*
------------------------------------------------------------------------------------------------------------------------------------
SECURITY/INVESTMENT
TECHNIQUE
------------------------------------------------------------------------------------------------------------------------------------
Privatizations                              X             X           X                           X                           X
------------------------------------------------------------------------------------------------------------------------------------
Samurai and Yankee Bonds                    X                         X                           X                           X
------------------------------------------------------------------------------------------------------------------------------------
Master Limited Partnerships                                                        X
------------------------------------------------------------------------------------------------------------------------------------
Investments with Entities          X                      X                                                      X
with Relationships with the
Funds/Advisors
------------------------------------------------------------------------------------------------------------------------------------

                                     AIM           AIM            AIM
                                   MODERATE     MODERATELY       SMALL
                                    GROWTH     CONSERVATIVE       CAP
                                  ALLOCATION    ALLOCATION       GROWTH
            FUND                     FUND*         FUND           FUND
--------------------------------------------------------------------------
Privatizations                                       X
--------------------------------------------------------------------------
Samurai and Yankee Bonds                             X
--------------------------------------------------------------------------
Master Limited Partnerships
--------------------------------------------------------------------------
Investments with Entities                                          X
with Relationships with the
Funds/Advisors
--------------------------------------------------------------------------

* AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund are "funds of funds" which invest in other underlying funds and do not directly invest in the securities or use the investment techniques indicated in the table. The investment techniques discussed in the table above are those of the Underlying Funds.

10

The language below discusses investment strategies of AIM Basic Value Fund, AIM Global Equity Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund and of the Underlying Funds in which the Asset Allocation Funds may invest.

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.

Certain Funds will not acquire equity securities, other than preferred stocks, except when (a) attached to or included in a unit with income-generating securities that otherwise would be attractive to the Fund; (b) acquired through the exercise of equity features accompanying convertible securities held by the Fund, such as conversion or exchange privileges or warrants for the acquisition of stock or equity interests of the same or a different issuer; or (c) in the case of an exchange offer whereby the equity security would be acquired with the intention of exchanging it for a debt security issued on a "when-issued" basis.

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 a Fund.

Certain 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 "Debt Investments for Equity Funds - 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.

11

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 (except for the Asset Allocation Funds and AIM Global Equity Fund) may invest up to 25% of their total assets in foreign securities. AIM Global Equity Fund may invest a significant amount of its total assets in foreign securities.

AIM Growth Allocation Fund, AIM Moderate Allocation Fund and AIM Moderate Growth Allocation Fund may invest up to 25%, 22% and 20%, respectively, of their total assets in global or international equity funds. AIM Conservative Allocation Fund and AIM Moderately Conservative Allocation Fund may invest up to 25% and 40%, respectively, of their total assets in equity funds, some of which may invest up to 25% of their total assets in foreign securities. AIM Income Allocation Fund may invest up to 35% of its assets in equity funds, most of which can invest 25% in foreign securities, some of which may invest more than 25% of their total assets in foreign securities. AIM International Allocation Fund invests 100% of its total assets in equity funds, all of which invest more than 80% of their total assets in foreign securities, some of which may invest 100% in foreign securities.

Investments by a Fund in foreign securities, whether denominated in U.S. dollars or foreign currencies, may entail all of the risks set forth below. Investments by a Fund in ADRs, EDRs or similar securities also may entail some or all of the risks described below.

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.

12

Risks of Developing Countries. AIM Global Equity Fund may invest up to 20% and AIM Basic Value Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund may each invest up to 5%, of their respective total assets in securities of companies located in developing countries. Developing countries are those countries which are not included in the MSCI World Index. The Funds consider various factors when determining whether a company is in a developing country, including whether (1) it is organized under the laws of a developing country; (2) it has a principal office in a developing country; (3) it derives 50% or more of its total revenues from business in a developing country; or (4) its securities are trading principally on a stock exchange, or in an over-the-counter market, in a developing country. Investments in developing countries present risks greater than, and in addition to, those presented by investments in foreign issuers in general. A number of developing countries restrict, to varying degrees, foreign investment in stocks. Repatriation of investment income, capital, and the proceeds of sales by foreign investors may require governmental registration and/or approval in some developing countries. A number of the currencies of developing countries have experienced significant declines against the U.S. dollar in recent years, and devaluation may occur subsequent to investments in these currencies by the Funds. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Many of the developing securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility. There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies, any of which may have a detrimental effect on a Fund's investments.

FOREIGN GOVERNMENT OBLIGATIONS. Debt securities issued by foreign governments are often, but not always, supported by the full faith and credit of the foreign governments, or their subdivisions, agencies or instrumentalities, that issue them. These securities involve the risks discussed above with respect to foreign securities. Additionally, the issuer of the debt or the governmental authorities that control repayment of the debt may be unwilling or unable to pay interest or repay principal when due. Political or economic changes or the balance of trade may affect a country's willingness or ability to service its debt obligations. Periods of economic uncertainty may result in the volatility of market prices of sovereign debt obligations, especially debt obligations issued by the governments of developing countries.

FOREIGN 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 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.

13

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.

RULE 2A-7 REQUIREMENTS. Money market instruments in which a Fund will 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 AIM (under the supervision of and pursuant to guidelines established by the Board) 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 Fund may invest in securities backed by banks and other financial institutions, changes in the credit quality of these institutions could cause losses to the Fund 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.

The money market fund in which AIM Conservative Allocation Fund and AIM Moderately Conservative Allocation Fund invests will limit investments in money market obligations to those which are denominated in U.S. dollars and which at the date of purchase are "First Tier" securities as defined in Rule 2a-7 under the 1940 Act, as such Rule may be amended from time to time. Briefly, "First Tier" securities are securities that are rated in the highest rating category for short-term debt obligations by two NRSROs, or, if only rated by one NRSRO, are rated in the highest rating category by the NRSRO, or if unrated, are determined by the Fund's investment advisor (under the supervision of and pursuant to guidelines established by the Board) to be of comparable quality to a rated security that meets the foregoing quality standards, as well as securities issued by a registered investment company that is a money market fund and U.S. Government securities.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. Certain Funds may invest in 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 of otherwise similarly secured, the market value of the security, which may fluctuate, is not so secured.

14

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"). Certain Funds may invest in CMOs. These Funds 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

15

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 Participation Certificates ("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. Certain 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

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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.

Certain 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. Certain Funds intend to 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. Certain Funds 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"). The Fund generally will have no right directly to enforce compliance by the Borrower with the terms of the credit agreement. 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. Under the terms of a participation interest, the Fund may be regarded as a creditor of the Participant and thus the Fund is subject to the credit risk of both the Borrower and a Lender or 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 SECURITIES. "Municipal Securities" include debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities, issued to obtain funds for various public purposes, including the construction of a wide range of public facilities such as airports, bridges, highways, housing, hospitals, mass transportation, schools, streets and water and sewer works.

Other public purposes for which Municipal Securities may be issued include the refunding of outstanding obligations, obtaining funds for general operating expenses and lending such funds to other public institutions and facilities. In addition, certain types of industrial development bonds are issued by or on behalf of public authorities to obtain funds to provide for the construction, equipment, repair or improvement of privately operated housing facilities, airport, mass transit, industrial, port or parking facilities, air or water pollution control facilities and certain local facilities for water supply, gas, electricity or sewage or solid waste disposal. The principal and interest payments for industrial development bonds or pollution control bonds are often the sole responsibility of the industrial user and therefore may not be backed by the taxing power of the issuing municipality. The interest paid on such bonds may be exempt from federal income tax, although current federal tax laws place substantial limitations on the purposes and size of such issues. Such obligations are considered to be Municipal Securities provided that the interest paid thereon, in the opinion of bond counsel, qualifies as exempt from federal income tax.

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However, interest on Municipal Securities may give rise to a federal alternative minimum tax liability and may have other collateral federal income tax consequences. See "Dividends, Distributions and Tax Matters - Tax Matters."

The two major classifications of Municipal Securities are bonds and notes. Bonds may be further classified as "general obligation" or "revenue" issues. General obligation bonds are secured by the issuer's pledge of its full faith, credit and taxing power for the payment of principal and interest. Revenue bonds are payable from the revenues derived from a particular facility or class of facilities, and in some cases, from the proceeds of a special excise or other specific revenue source, but not from the general taxing power. Tax-exempt industrial development bonds are in most cases revenue bonds and do not generally carry the pledge of the credit of the issuing municipality. Notes are short-term instruments which usually mature in less than two years. Most notes are general obligations of the issuing municipalities or agencies and are sold in anticipation of a bond sale, collection of taxes or receipt of other revenues. There are, of course, variations in the risks associated with Municipal Securities, both within a particular classification and between classifications. The Funds' assets may consist of any combination of general obligation bonds, revenue bonds, industrial revenue bonds and notes. The percentage of such Municipal Securities held by a Fund will vary from time to time.

Municipal Securities also include the following securities:

o Bond Anticipation Notes usually are general obligations of state and local governmental issuers which are sold to obtain interim financing for projects that will eventually be funded through the sale of long-term debt obligations or bonds.

o Tax Anticipation Notes are issued by state and local governments to finance the current operations of such governments. Repayment is generally to be derived from specific future tax revenues. Tax anticipation notes are usually general obligations of the issuer.

o Revenue Anticipation Notes are issued by governments or governmental bodies with the expectation that future revenues from a designated source will be used to repay the notes. In general, they also constitute general obligations of the issuer.

o Tax-Exempt Commercial Paper (Municipal Paper) is similar to taxable commercial paper, except that tax-exempt commercial paper is issued by states, municipalities and their agencies.

Certain Funds also may purchase participation interests or custodial receipts from financial institutions. These participation interests give the purchaser an undivided interest in one or more underlying Municipal Securities.

Subsequent to its purchase by a Fund, an issue of Municipal Securities may cease to be rated by Moody's Investors Service, Inc. ("Moody's") or Standard and Poor's Ratings Services ("S&P"), or another nationally recognized statistical rating organization ("NRSRO"), or the rating of such a security may be reduced below the minimum rating required for purchase by a Fund. Neither event would require a Fund to dispose of the security, but AIM will consider such events to be relevant in determining whether the Fund should continue to hold the security. To the extent that the ratings applied by Moody's, S&P or another NRSRO to Municipal Securities may change as a result of changes in these rating systems, a Fund will attempt to use comparable ratings as standards for its investments in Municipal Securities in accordance with the investment policies described herein.

Quality Standards. The following quality standards apply at the time a security is purchased. Information concerning the ratings criteria of Moody's, S&P, and Fitch Investors Service, Inc. ("Fitch") appears herein under "Appendix A - Ratings of Debt Securities".

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If a Fund invests in securities backed by insurance companies and other financial institutions, changes in the financial condition of these institutions could cause losses to the Fund and affect its share price.

Certain Funds may invest in securities which are insured by financial insurance companies. Since a limited number of entities provide such insurance, a Fund may invest more than 25% of its assets in securities insured by the same insurance company.

Other Considerations. The ability of a Fund to achieve its investment objective depends upon the continuing ability of the issuers or guarantors of Municipal Securities held by a Fund to meet their obligations for the payment of interest and principal when due. The securities in which a Fund invests may not yield as high a level of current income as longer term or lower grade securities, which generally have less liquidity and greater fluctuation in value.

There is a risk that some or all of the interest received by the Fund from Municipal Securities might become taxable as a result of tax law changes or determinations of the Internal Revenue Service ("IRS").

The yields on Municipal Securities are dependent on a variety of factors, including general economic and monetary conditions, money market factors, conditions of the Municipal Securities market, size of a particular offering, and maturity and rating of the obligation. Generally, the yield realized by a Fund's shareholders will be the yield realized by the Fund on its investments, reduced by the general expenses of the Fund and the Trust. The market values of the Municipal Securities held by the Fund will be affected by changes in the yields available on similar securities. If yields increase following the purchase of a Municipal Security, the market value of such Municipal Security will generally decrease. Conversely, if yields decrease, the market value of a Municipal Security will generally increase.

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.

JUNK BONDS. Certain Funds may invest in 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.

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A Fund may have difficulty selling certain junk bonds because they 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 a 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. Cash equivalents include money market instruments (such as certificates of deposit, time deposits, bankers' acceptances from U.S. or foreign banks, and repurchase agreements), shares of affiliated money market funds or high-quality debt obligations (such as U.S. Government obligations, commercial paper, master notes and other short-term corporate instruments, and municipal obligations).

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), the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company. The Funds other than the Asset Allocation 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 Asset Allocation Funds may invest in a money market fund.

For each Fund other than the Asset Allocation Funds, 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

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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. The Asset Allocation Funds are structured as "funds of funds" under the 1940 Act and therefore are not subject to these restrictions.

DEFAULTED SECURITIES. Certain Funds may invest in defaulted securities. In order to enforce its rights in defaulted securities, a Fund may be required to participate in various legal proceedings or take possession of and manage assets securing the issuer's obligations on the defaulted securities. This could increase a Fund's operating expenses and adversely affect its net asset value. Any investments by the Funds in defaulted securities will also be considered illiquid securities subject to the limitations described herein, unless AIM determines that such defaulted securities are liquid under guidelines adopted by the Board.

VARIABLE OR FLOATING RATE INSTRUMENTS. Certain Funds may invest in securities which have variable or floating interest rates which are readjusted on set dates (such as the last day of the month or calendar quarter) in the case of variable rates or whenever a specified interest rate change occurs in the case of a floating rate instrument. Variable or floating interest rates generally reduce changes in the market price of securities from their original purchase price because, upon readjustment, such rates approximate market rates. Accordingly, as interest rates decrease or increase, the potential for capital appreciation or depreciation is less for variable or floating rate securities than for fixed rate obligations. Many securities with variable or floating interest rates purchased by a Fund are subject to payment of principal and accrued interest (usually within seven days) on the Fund's demand. The terms of such demand instruments require payment of principal and accrued interest by the issuer, a guarantor, and/or a liquidity provider. All variable or floating rate instruments will meet the applicable quality standards of a Fund. AIM will monitor the pricing, quality and liquidity of the variable or floating rate securities held by the Funds.

INDEXED SECURITIES. AIM High Income Municipal Fund may invest in indexed securities the value of which is linked to interest rates, commodities, indices or other financial indicators. Most indexed securities are short to intermediate term fixed income securities whose values at maturity (principal value) or interest rates rise or fall according to changes in the value of one or more specified underlying instruments. Indexed securities may be positively or negatively indexed (i.e., their principal value or interest rates may increase or decrease if the underlying instrument appreciates), and may have return characteristics similar to direct investments in the underlying instrument or to one or more options on the underlying instrument. Indexed securities may be more volatile than the underlying instrument itself and could involve the loss of all or a portion of the principal amount of the indexed security.

ZERO-COUPON AND PAY-IN-KIND SECURITIES. Certain Funds may invest in zero-coupon or pay-in-kind securities. These securities are debt securities that do not make regular cash interest payments. Zero-coupon securities are sold at a deep discount to their face value. Pay-in-kind securities pay interest through the issuance of additional securities. Because zero-coupon and pay-in-kind securities do not pay current cash income, the price of these securities can be volatile when interest rates fluctuate. While these securities do not pay current cash income, federal tax law requires the holders of zero-coupon and pay-in-kind securities to include in income each year the portion of the original issue discount (or deemed discount) and other non-cash income on such securities accrued during that year. In order to qualify as a "regulated investment company" under the Internal Revenue Code of 1986, as amended (the "Code") and to avoid certain excise taxes, certain Underlying Funds may be required to distribute a portion of such discount and income, and may be required to dispose of other portfolio securities, which could occur during periods of adverse market prices, in order to generate sufficient cash to meet these distribution requirements.

Investment Techniques

DELAYED DELIVERY TRANSACTIONS. Delayed delivery transactions, also referred to as forward commitments, involve commitments by a Fund to dealers or issuers to acquire or sell securities at a specified future date beyond the customary settlement for such securities. These commitments may fix

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the payment price and interest rate to be received or paid on the investment. A Fund may purchase securities on a delayed delivery basis to the extent it can anticipate having available cash on settlement date. Delayed delivery agreements will not be used as a speculative or leveraging 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 basis securities prior to settlement.

A Fund may enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, a Fund enters a trade to sell securities at one price and simultaneously enters a trade to buy the same securities at another price for settlement at a future date.

WHEN-ISSUED SECURITIES. Purchasing securities on a "when-issued" basis means that the date for delivery of and payment for the securities is not fixed at the date of purchase, but is set after the securities are issued. The payment obligation and, if applicable, the interest rate that will be received on the securities are fixed at the time the buyer enters into the commitment. A Fund will only make 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

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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 in an amount equal 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 of 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. Certain Funds may enter into interest rate, index and currency exchange rate swap agreements for purposes of attempting to obtain a particular desired return at a lower cost to the Fund than if it had invested directly in an instrument that yielded that desired return. Swap agreements are two-party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. In a standard "swap" transaction, two parties agree to exchange the returns (or differentials in rates of return) earned or realized on particular predetermined investments or instruments. The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. Commonly used swap agreements include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or "cap"; (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or "floor"; and (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.

The "notional amount" of the swap agreement is only a fictitious basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. 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 funds advised by AIM (the "AIM Funds") and each Fund may borrow from other AIM Funds to the extent permitted under such Fund's investment restrictions. During temporary or emergency periods, the

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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 borrowings are outstanding, a 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. Each Fund may borrow money to a limited extent for temporary or emergency purposes. If there are unusually heavy redemptions because of changes in interest rates or for any other reason, a Fund may have to sell a portion of its investment portfolio at a time when it may be disadvantageous to do so. Selling fund securities under these circumstances may result in a lower net asset value per share or decreased dividend income, or both. The Trust believes that, in the event of abnormally heavy redemption requests, a Fund's borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely.

LENDING PORTFOLIO SECURITIES. The Funds may each lend their portfolio securities (principally to broker-dealers) where such loans are callable at any time and are continuously secured by segregated collateral equal to no less than the market value, determined daily, of the loaned securities. Such collateral will be cash, letters of credit, or debt securities issued or guaranteed by the U.S. Government or any of its agencies. Each Fund may lend portfolio securities to the extent of one-third of its total assets.

A Fund will not have the right to vote securities while they are being lent, but it can call a loan in anticipation of an important vote. The Fund would receive income in lieu of dividends on loaned securities and would, at the same time, earn interest on the loan collateral or on the investment of any cash collateral. Lending securities entails a risk of loss to the Fund if and to the extent that the market value of the loaned securities increases and the collateral is not increased accordingly, or in the event of a default by the borrower. The Fund could also experience delays and costs in gaining access to the collateral.

Any cash received as collateral for loaned securities will be invested, in accordance with a Fund's investment guidelines, in short-term money market instruments or Affiliated Money Market Funds. For purposes of determining whether a Fund is complying with its investment policies, strategies and restrictions, the Fund will consider the loaned securities as assets of the Fund, but will not consider any collateral received as a Fund asset.

REPURCHASE AGREEMENTS. Repurchase agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during 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 may invest their cash balances in joint accounts with other AIM Funds for the purpose of investing in repurchase agreements with maturities not to exceed 60 days, and in certain other money market instruments with remaining maturities not to exceed 90 days. Repurchase agreements are considered loans by a Fund under the 1940 Act.

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The investment policies of certain Underlying Funds permit it to invest in repurchase agreements with banks and broker-dealers pertaining to U.S. Treasury obligations. However, in order to maximize the Fund's dividends which are exempt from state income taxation, as a matter of operating policy, the Fund does not currently invest in repurchase agreements.

REVERSE REPURCHASE AGREEMENTS. Reverse repurchase agreements are agreements that involve the sale of securities held by a Fund to financial institutions such as banks and broker-dealers, with an agreement that the Fund will repurchase the securities at an agreed upon price and date. A Fund may employ reverse repurchase agreements (i) for temporary emergency purposes, such as to meet unanticipated net redemptions so as to avoid liquidating other portfolio securities during unfavorable market conditions; (ii) to cover short-term cash requirements resulting from the timing of trade settlements; or
(iii) to take advantage of market situations where the interest income to be earned from the investment of the proceeds of the transaction is greater than the interest expense of the transaction. At the time it enters into a reverse repurchase agreement, a Fund will segregate liquid assets having a dollar value equal to the repurchase price, and will subsequently continually monitor the account to ensure that such equivalent value is maintained at all times. Reverse repurchase agreements involve the risk that the market value of securities to be purchased by the Fund may decline below the price at which it is obligated to repurchase the securities, or that the other party may default on its obligation, so that the Fund is delayed or prevented from completing the transaction. Reverse repurchase agreements are considered borrowings by a Fund under the 1940 Act.

DOLLAR ROLLS. A dollar roll involves the sale by a Fund of a mortgage security to a financial institution such as a broker-dealer or a bank, with an agreement to repurchase a substantially similar (i.e., same type, coupon and maturity) security at an agreed upon price and date. The mortgage securities that are purchased will bear the same interest rate as those sold, but will generally be collateralized by different pools of mortgages with different prepayment histories. During the period between the sale and repurchase, a Fund will not be entitled to receive interest and principal payments on the securities sold. Proceeds of the sale will be invested in short-term instruments, and the income from these investments, together with any additional fee income received on the sale, could generate income for a Fund exceeding the yield on the sold security.

Dollar roll transactions involve the risk that the market value of the securities retained by the Fund may decline below the price of the securities that the Fund has sold but is obligated to repurchase under the agreement. In the event the buyer of securities under a dollar roll transaction files for bankruptcy or becomes insolvent, the Fund's use of the proceeds from the sale of the securities may be restricted pending a determination by the other party, or its trustee or receiver, whether to enforce the Fund's obligation to repurchase the securities. At the time the Fund enters into a dollar roll, it will segregate liquid assets having a dollar value equal to the repurchase price, and will monitor the account to ensure that such equivalent value is maintained. The Fund typically enters into dollar roll transactions to enhance the Fund's return either on an income or total return basis or to manage pre-payment risk. Dollar rolls are considered borrowings by a Fund under the 1940 Act.

ILLIQUID SECURITIES. Illiquid securities are securities that cannot be disposed of within seven days in the normal course of business at the price at which they are valued. Illiquid securities may include securities that are subject to restrictions on resale because they have not been registered under the Securities Act of 1933 (the "1933 Act"). Restricted securities may, in certain circumstances, be resold pursuant to Rule 144A under the 1933 Act, and thus may or may not constitute illiquid securities.

Each Fund may invest up to 15% of its net assets in securities that are illiquid. Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent a Fund from disposing of them promptly at reasonable prices. A Fund may have to bear the expense of registering such securities for resale, and the risk of substantial delays in effecting such registrations.

RULE 144A SECURITIES. Rule 144A securities are securities which, while privately placed, are eligible for purchase and resale pursuant to Rule 144A under the 1933 Act. This Rule permits certain qualified institutional buyers, such as the Funds, to trade in privately placed securities even though such

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securities are not registered under the 1933 Act. AIM, under the supervision of the Board, will consider whether securities purchased under Rule 144A are illiquid and thus subject to the Funds' restriction on investment in illiquid securities. Determination of whether a Rule 144A security is liquid or not is a question of fact. In making this determination AIM will consider the trading markets for the specific security taking into account the unregistered nature of a Rule 144A security. In addition, AIM could consider the (i) frequency of trades and quotes; (ii) number of dealers and potential purchasers; (iii) dealer undertakings to make a market; and (iv) nature of the security and of market place trades (for example, the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). AIM will also monitor the liquidity of Rule 144A securities and, if as a result of changed conditions, AIM determines that a Rule 144A security is no longer liquid, AIM will review a Fund's holdings of illiquid securities to determine what, if any, action is required to assure that such Fund complies with its restriction on investment in illiquid securities. Investing in Rule 144A securities could increase the amount of each Fund's investments in illiquid securities if qualified institutional buyers are unwilling to purchase such securities.

UNSEASONED ISSUERS. Investments in the equity securities of companies having less than three years' continuous operations (including operations of any predecessor) involve more risk than investments in the securities of more established companies because unseasoned issuers have only a brief operating history and may have more limited markets and financial resources. As a result, securities of unseasoned issuers tend to be more volatile than securities of more established companies.

SALE OF MONEY MARKET SECURITIES. The money market fund in which AIM Conservative Allocation Fund invests does not seek profits through short-term trading and will generally hold portfolio securities to maturity. However, AIM may seek to enhance the yield of the Fund by taking advantage of yield disparities that occur in the money markets. For example, market conditions frequently result in similar securities trading at different prices. AIM may dispose of any portfolio security prior to its maturity if such disposition and reinvestment of proceeds are expected to enhance yield consistent with AIM's judgment as to desirable portfolio maturity structure. AIM may also dispose of any portfolio security prior to maturity to meet redemption requests, and as a result of a revised credit evaluation of the issuer or other circumstances or considerations. The Fund's policy of investing in securities with maturities of 397 days or less will result in high portfolio turnover. Since brokerage commissions are not normally paid on investments of the type made by the Fund, the high turnover should not adversely affect the Fund's net income.

Derivatives

The Funds may each invest in forward currency contracts, futures contracts, options on securities, options on indices, options on currencies, and options on futures contracts to attempt to hedge against the overall level of investment and currency risk normally associated with each Fund's investments. 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).

Certain Underlying Funds may not invest in puts, calls, straddles, spreads or any combination thereof.

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 investment in the types of securities included in the indices such products are designed to track. There

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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."

BUNDLED SECURITIES. In lieu of investing directly in securities appropriate for certain Funds, those Funds may from time to time invest in trust certificates (such as TRAINS) or similar instruments representing fractional undivided interest in an underlying pool of such appropriate securities. The Funds will be permitted at any time to exchange such certificates for the underlying securities evidenced by such certificates. To that extent, such certificates are generally subject to the same risks as the underlying securities. The Funds will examine the characteristics of the underlying securities for compliance with most investment criteria but will determine liquidity with reference to the certificates themselves. To the extent that such certificates involve interest rate swaps or other derivative devices, a Fund may invest in such certificates if the Fund is permitted to engage in interest rate swaps or other such derivative devices.

PUT AND CALL OPTIONS. A call option gives the purchaser the right to buy the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be at the time of exercise. If the purchaser exercises the call option, the writer of a call option is obligated to sell the underlying security, contract or foreign currency. A put option gives the purchaser the right to sell the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration date of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be at the time of exercise. If the purchaser exercises the put option, the writer of a put option is obligated to buy the underlying security, contract or foreign currency. The premium paid to the writer is consideration for undertaking the obligations under the option contract. Until an option expires or is offset, the option is said to be "open." When an option expires or is offset, the option is said to be "closed."

A Fund will not write (sell) options if, immediately after such sale, the aggregate value of securities or obligations underlying the outstanding options exceeds 20% of the Fund's total assets. A Fund will not purchase options if, at 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. A Fund may only write a call option on a security if it owns an equal amount of such securities or securities convertible into or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities subject to the call option. In return for the premium received for writing a call option, the Fund foregoes the opportunity for profit from a price increase in the underlying security, contract, or foreign currency above the exercise price so long as the option remains open, but retains the risk of loss should the price of the security, contract, or foreign currency decline.

A Fund may write a put option without owning the underlying security if it covers the option as described below in the section "Cover." A Fund may only write a put option on a security as part of an investment strategy, and not for speculative purposes. In return for the premium received for writing a put option, the Fund assumes the risk that the price of the underlying security, contract, or foreign currency will decline below the exercise price, in which case the put would be exercised and the Fund would suffer a loss.

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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 option on the underlying security, contract or currency with either a different exercise price or expiration date, or both.

Purchasing Options. A Fund may purchase a call option for the purpose of acquiring the underlying security, contract or currency for its portfolio. The Fund is not required to own the underlying security in order to purchase a call option, and may only cover this transaction with cash, liquid assets and/or short-term debt securities. Utilized in this fashion, the purchase of call options would enable a Fund to acquire the security, contract or currency at the exercise price of the call option plus the premium paid. So long as it holds such a call option, rather than the underlying security or currency itself, the Fund is partially protected from any unexpected increase in the market price of the underlying security, contract or currency. If the market price does not exceed the exercise price, the Fund could purchase the security on the open market and could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. Each of the Funds may also purchase call options on underlying securities, contracts or currencies against which it has written other call options. For example, where a Fund has written a call option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a call option with a different exercise strike and/or expiration date that would eliminate some or all of the risk associated with the written call. Used in combinations, these strategies are commonly referred to as "call spreads."

A Fund may only purchase a put option on an underlying security, contract or currency ("protective put") owned by the Fund in order to protect against an anticipated decline in the value of the security, contract or currency. Such hedge protection is provided only during the life of the put option. The premium paid for the put option and any transaction costs would reduce any profit realized when the security, contract or currency is delivered upon the exercise of the put option. Conversely, if the underlying security, contract or currency does not decline in value, the option may expire worthless and the premium paid for the protective put would be lost. A Fund may also purchase put options on underlying securities, contracts or currencies against which it has written other put options. For example, where a Fund has written a put option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a put option with a different exercise price and/or expiration date that would eliminate some or all of the risk associated with the written put. Used in combinations, these strategies are commonly referred to as "put spreads." Likewise, a Fund may write call options on underlying securities, contracts or currencies against which it has purchased protective put options. This strategy is commonly referred to as a "collar."

Over-The-Counter Options. Options may be either listed on an exchange or traded in over-the-counter ("OTC") markets. Listed options are third-party contracts (i.e., performance of the obligations of the purchaser and seller is guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated strike prices and expiration dates. A Fund will not purchase an OTC option unless it believes that daily valuations for such options are readily obtainable. OTC options differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which

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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 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. Certain Funds, for hedging purposes, may write straddles (combinations of put and call options on the same underlying security) to adjust the risk and return characteristics of the 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

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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 currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.

The Funds will only enter into Futures Contracts that are traded (either domestically or internationally) on futures exchanges and are standardized as to maturity date and underlying financial instrument. Futures exchanges and trading thereon in the United States are regulated under the Commodity Exchange Act and by the Commodity Futures Trading Commission ("CFTC"). Foreign futures exchanges and trading thereon are not regulated by the CFTC and are not subject to the same regulatory controls. For a further discussion of the risks associated with investments in foreign securities, see "Foreign Investments" in this Statement of Additional Information.

Closing out an open Futures Contract is effected by entering into an offsetting Futures Contract for the same aggregate amount of the identical financial instrument or currency and the same delivery date. There can be no assurance, however, that a Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time. If a Fund is not able to enter into an offsetting transaction, it will continue to be required to maintain the margin deposits on the Futures Contract.

"Margin" with respect to Futures Contracts is the amount of funds that must be deposited by a Fund in order to initiate Futures Contracts trading and maintain its open positions in Futures Contracts. A margin deposit made when the Futures Contract is entered ("initial margin") is intended to ensure the Fund's performance under the Futures Contract. The margin required for a particular Futures Contract is set by the exchange on which the Futures Contract is traded and may be significantly modified from time to time by the exchange during the term of the Futures Contract.

Subsequent payments, called "variation margin," received from or paid to the futures commission merchant through which a Fund entered into the Futures Contract will be made on a daily basis as the price of the underlying security, currency or index fluctuates making the Futures Contract more or less valuable, a process known as marking-to-market.

If a Fund were unable to liquidate a Futures Contract or an option on a Futures Contract position due to the absence of a liquid secondary market or the imposition of price limits, it could incur substantial losses. The Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Fund would continue to be required to make daily variation margin payments and might be required to maintain the position being hedged by the Futures Contract or option or to maintain cash or securities in a segregated account.

Options on Futures Contracts. Options on Futures Contracts are similar to options on securities or currencies except that options on Futures Contracts give the purchaser the right, in return for the premium paid, to assume a position in a Futures Contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the 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

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writer's Futures Contract margin account. The Funds currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.

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 currency contract is an obligation, usually arranged with a commercial bank or other currency dealer, to purchase or sell a currency against another currency at a future date and price as agreed upon by the parties. A Fund either may accept or make delivery of the currency at the maturity of the forward currency contract. A Fund may also, if its contra party agrees prior to maturity, enter into a closing transaction involving the purchase or sale of an offsetting contract. Forward currency contracts are traded over-the-counter, and not on organized commodities or securities exchanges. As a result, it may be more difficult to value such contracts, and it may be difficult to enter into closing transactions.

Each of the Funds may engage in forward currency transactions in anticipation of, or to protect itself against, fluctuations in exchange rates. A Fund may enter into forward currency contracts with respect to a specific purchase or sale of a security, or with respect to its portfolio positions generally. When a Fund purchases a security denominated in a foreign currency for settlement in the near future, it may immediately purchase in the forward market the currency needed to pay for and settle the purchase. By entering into a forward currency contract with respect to the specific purchase or sale of a security denominated in a foreign currency, the Fund can secure an exchange rate between the trade and settlement dates for that purchase or sale transaction. This practice is sometimes referred to as "transaction hedging." Position hedging is the purchase or sale of foreign currency with respect to portfolio security positions denominated or quoted in a foreign currency.

The cost to a Fund of engaging in forward currency contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward currency contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward currency contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it does establish a rate of exchange in advance. In addition, while forward currency contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.

Pursuant to federal securities rules and regulations, a Fund's use of forward currency contracts may require that Fund to set aside assets to reduce the risks associated with using forward currency contracts. This process is described in more detail below in the section "Cover."

COVER. Transactions using forward currency contracts, futures contracts and options (other than options purchased by a Fund) expose a Fund to an obligation to another party. A Fund will not enter into any such transactions unless, in addition to complying with all the restrictions noted in the disclosure above, it owns either (1) an offsetting ("covered") position in securities, currencies, or other options, forward currency contracts or futures contracts or (2) cash, liquid assets and/or short-term debt securities with a value sufficient at all times to cover its potential obligations not covered as provided in (1) above.

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Each Fund will comply with SEC guidelines regarding cover for these instruments and, if the guidelines so require, set aside cash or liquid securities. To the extent that a futures contract, forward currency contract or option is deemed to be illiquid, the assets used to "cover" 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, a Fund will treat the market value of the option (i.e., the amount at risk to the Fund) as illiquid, but will not treat the assets used as cover on such transactions as illiquid.

Assets used as cover cannot be sold while the position in the corresponding forward currency contract, futures contract or option is open, unless they are replaced with other appropriate assets. If a large portion of a Fund's assets is used for cover or otherwise set aside, it could affect portfolio management or the Fund's ability to meet redemption requests or other current obligations.

GENERAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES. The use by the Funds of options, futures contracts and forward currency contracts involves special considerations and risks, as described below. Risks pertaining to particular strategies are described in the sections that follow.

(1) Successful use of hedging transactions depends upon AIM's ability to correctly predict the direction of changes in the value of the applicable markets and securities, contracts and/or currencies. While AIM is experienced in the use of these instruments, there can be no assurance that any particular hedging strategy will succeed.

(2) There might be imperfect correlation, or even no correlation, between the price movements of an instrument (such as an option contract) and the price movements of the investments being hedged. For example, if a "protective put" is used to hedge a potential decline in a security and the security does decline in price, the put option's increased value may not completely offset the loss in the underlying security. Such a lack of correlation might occur due to factors unrelated to the value of the investments being hedged, such as changing interest rates, market liquidity, and speculative or other pressures on the markets in which the hedging instrument is traded.

(3) Hedging strategies, if successful, can reduce risk of loss by wholly or partially offsetting the negative effect of unfavorable price movements in the investments being hedged. However, hedging strategies can also reduce opportunity for gain by offsetting the positive effect of favorable price movements in the hedged investments.

(4) There is no assurance that a liquid secondary market will exist for any particular option, futures contract or option thereon or forward currency contract at any particular time.

(5) As described above, a Fund might be required to maintain assets as "cover," maintain segregated accounts or make margin payments when it takes positions in instruments involving obligations to third parties. If a Fund were unable to close out its positions in such instruments, it might be required to continue to maintain such assets or accounts or make such payments until the position expired or matured. The requirements might impair a Fund's ability to sell a portfolio security or make an investment at a time when it would otherwise be favorable to do so, or require that the Fund sell a portfolio security at a disadvantageous time.

(6) There is no assurance that a Fund will use hedging transactions. For example, if a Fund determines that the cost of hedging will exceed the potential benefit to the Fund, the Fund will not enter into such transaction.

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Additional Securities or Investment Techniques

COMMERCIAL BANK OBLIGATIONS. For the purposes of each Fund's investment policies with respect to bank obligations, obligations of foreign branches of U.S. banks and of foreign banks are obligations of the issuing bank and may be general obligations of the parent bank. Such obligations, however, may be limited by the terms of a specific obligation and by government regulation. As with investment in non-U.S. securities in general, investments in the obligations of foreign branches of U.S. banks and of foreign banks may subject the Funds to investment risks that are different in some respects from those of investments in obligations of domestic issuers. Although a Fund typically will acquire obligations issued and supported by the credit of U.S. or foreign banks having total assets at the time of purchase of $1 billion or more, this $1 billion figure is not an investment policy or restriction of any Fund. For the purposes of calculation with respect to the $1 billion figure, the assets of a bank will be deemed to include the assets of its U.S. and non-U.S. branches.

INDEXED COMMERCIAL PAPER. Certain Funds may invest without limitation in commercial paper which is indexed to certain specific foreign currency exchange rates. The terms of such commercial paper provide that its principal amount is adjusted upwards or downwards (but not below zero) at maturity to reflect changes in the exchange rate between two currencies while the obligation is outstanding. A Fund will purchase such commercial paper with the currency in which it is denominated and, at maturity, will receive interest and principal payments thereon in that currency, but the amount of principal payable by the issuer at maturity will change in proportion to the change (if any) in the exchange rate between the two specified currencies between the date the instrument is issued and the date the instrument matures. While such commercial paper entails the risk of loss of principal, the potential for realizing gains as a result of changes in foreign currency exchange rates enables a fund to hedge against a decline in the U.S. dollar value of investments denominated in foreign currencies while seeking to provide an attractive money market rate of return. The Fund will not purchase such commercial paper for speculation.

PREMIUM SECURITIES. Certain Funds may invest in income securities bearing coupon rates higher than prevailing market rates. Such "premium" securities are typically purchased at prices greater than the principal amounts payable on maturity. A Fund might not amortize the premium paid for such securities in calculating its net investment income. As a result, in such cases the purchase of such securities provides a Fund a higher level of investment income distributable to shareholders on a current basis than if the Fund purchased securities bearing current market rates of interest. If securities purchased by a Fund at a premium are called or sold prior to maturity, the Fund will realize a loss to the extent the call or sale price is less than the purchase price. Additionally, a Fund will realize a loss if it holds such securities to maturity.

STRUCTURED INVESTMENTS. Certain Funds may invest a portion of its assets in interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of Sovereign Debt. This type of restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans or Brady Bonds) and the issuance by that entity of one or more classes of securities ("Structured Investments") backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued Structured Investments to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payments made with respect to Structured Investments is dependent on the extent of the cash flow on the underlying instruments. Because Structured Investments of the type in which the Fund anticipates it will invest typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments.

The Fund is permitted to invest in a class of Structured Investments that is either subordinated or not subordinated to the right of payment of another class. Subordinated Structured Investments typically have higher yields and present greater risks than unsubordinated Structured Investments.

Certain issuers of Structures Investments may be deemed to be "investment companies" as defined in the 1940 Act. As a result, the Fund's investment in these Structured Investments may be

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limited by the restrictions contained in the 1940 Act described below under "Investment Strategies and Risks - Other Investment Companies." Structured Investments are typically sold in private placement transactions, and there currently is no active trading market for Structured Investments.

STRIPPED INCOME SECURITIES. Certain Funds may invest a portion of its assets in stripped income securities, which are obligations representing an interest in all or a portion of the income or principal components of an underlying or related security, a pool of securities or other assets. In the most extreme case, one class will receive all of the interest (the "interest only class" or the "IO class"), while the other class will receive all of the principal (the "principal-only class" or the "PO class"). The market values of stripped income securities tend to be more volatile in response to changes in interest rates than are conventional income securities.

PRIVATIZATIONS. Certain Funds may invest in privatizations. The governments of some foreign countries have been engaged in selling part or all of their stakes in government-owned or controlled enterprises ("privatizations"). AIM believes that privatizations may offer opportunities for significant capital appreciation and intends to invest assets of the Fund in privatizations in appropriate circumstances. In certain foreign countries, the ability of foreign entities such as the Fund to participate may be limited by local law, or the terms on which the Fund may be permitted to participate may be less advantageous than those for local investors. There can be no assurance that foreign governments will continue to sell companies currently owned or controlled by them or that privatization programs will be successful.

SAMURAI AND YANKEE BONDS. Subject to their fundamental investment restrictions, certain Funds may invest in yen-denominated bonds sold in Japan by non-Japanese issuers ("Samurai bonds"), and may invest in dollar-denominated bonds sold in the United States by non-U.S. issuers ("Yankee bonds"). As compared with bonds issued in their countries of domicile, such bond issues normally carry a higher interest rate but are less actively traded. It is the policy of a Fund to invest in Samurai or Yankee bond issues only after taking into account considerations of quality and liquidity, as well as yield.

INVESTMENTS IN ENTITIES WITH RELATIONSHIPS WITH THE FUNDS/ADVISOR. Each Fund, other than the Asset Allocation Funds, may invest in securities issued, sponsored or guaranteed by the following types of entities or their affiliates:
(i) entities that sell shares of the AIM Funds; (ii) entities that rate or rank the AIM Funds; (iii) exchanges on which the AIM Funds buy or sell securities; and (iv) entities that provide services to the AIM Funds (e.g., custodian banks). The Funds will decide whether to invest in or sell securities issued by these entities based on the merits of the specific investment opportunity.

FUND POLICIES

FUNDAMENTAL RESTRICTIONS. Each Fund is subject to the following investment restrictions, which may be changed only by a vote of such Fund's outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Fund's outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.

(1) The Fund is a "diversified company" as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the "1940 Act Laws and Interpretations") or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the "1940 Act Laws, Interpretations and Exemptions"). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.

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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) AIM Basic Value Fund, AIM Global Equity Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth 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.

Each of the Asset Allocation Funds will 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 investment companies. 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 has adopted non-fundamental restrictions for each of the Funds relating to certain of these restrictions which AIM must follow in managing the Funds. Any changes to these non-fundamental restrictions, which are set forth below, require the approval of the Board.

NON-FUNDAMENTAL RESTRICTIONS. The following non-fundamental investment restrictions apply to each of the Funds. They may be changed for any Fund without approval of that Fund's voting securities.

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(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 AIM Funds, 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 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). The Fund may borrow from banks, broker-dealers or an AIM Fund. The Fund may not borrow for leveraging, but may borrow for temporary or emergency purposes, in anticipation of or in response to adverse market conditions, or for cash management purposes. The Fund may not purchase additional securities when any borrowings from banks exceed 5% of the Fund's total assets or when any borrowings from an AIM Fund are outstanding.

(3) In complying with the fundamental restriction regarding industry concentration, the Fund may invest up to 25% of its total assets in the securities of issuers whose principal business activities are in the same industry.

(4) In complying with the fundamental restriction with regard to making loans, the Fund may lend up to 33 1/3% of its total assets and may lend money to an AIM Fund, on such terms and conditions as the SEC may require in an exemptive order.

(5) Notwithstanding the fundamental restriction with regard to investing all assets in an open-end fund, the Fund may not invest all of its assets in the securities of a single open-end management investment company with the same fundamental investment objectives, policies and restrictions as the Fund.

(6) Notwithstanding the fundamental restriction with regard to engaging in transactions involving futures contracts and options thereon or investing in securities that are secured by physical commodities, the Fund currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.

(7) AIM Basic Value Fund, AIM Global Equity Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or 12(d)(1)(G) of the 1940 Act.

ADDITIONAL NON-FUNDAMENTAL POLICIES. As non-fundamental policies:

(1) AIM Mid Cap Core Equity Fund normally invests at least 80% of its assets in equity securities, including convertible securities, of mid-capitalization companies. For purposes of the foregoing sentence, "assets" means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.

(2) AIM Small Cap Growth Fund normally invests at least 80% of its assets in securities of small-capitalization companies. For purposes of the foregoing sentence, "assets" means net assets, plus the amount of any borrowings for investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.

(3) AIM Global Equity Fund normally invests at least 80% of its assets in equity securities. For purposes of the foregoing sentence, "assets" means net assets, plus the amount of any borrowings for

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investment purposes. The Fund will provide written notice to its shareholders prior to any change to this policy, as required by the 1940 Act Laws, Interpretations and Exemptions.

TEMPORARY DEFENSIVE POSITIONS

In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, the Funds may temporarily hold all or a portion of its assets in cash, cash equivalents or U.S. Government securities. Each of the Funds other than the Asset Allocation Funds may also invest in high-quality debt investments and may invest up to 25% of its total assets in Affiliated Money Market Funds for these purposes.

PORTFOLIO TURNOVER

For the fiscal years ended December 31, 2003 and 2004, the portfolio turnover rates for AIM Global Equity Fund were 178% and 115%, respectively. This decrease was largely due to lower portfolio activity in 2004. The management team makes trades based on its assessment of the risk/return tradeoff in the marketplace, so any variation in portfolio activity from one year to the next is a function of this assessment.

POLICIES AND PROCEDURES FOR DISCLOSURE OF FUND HOLDINGS

The Board has adopted policies and procedures with respect to the disclosure of the Funds' portfolio holdings (the "Holdings Disclosure Policy"). AIM and the Board may amend the Holdings Disclosure Policy at any time without prior notice. Details of the Holdings Disclosure Policy and a description of the basis on which employees of AIM and its affiliates may release information about portfolio securities in certain contexts are provided below.

PUBLIC RELEASE OF PORTFOLIO HOLDINGS. The Funds disclose the following portfolio holdings information on www.aiminvestments.com(1):


(1) To locate a Fund's portfolio holdings information, access the Fund's overview page on the website. Links to the Fund's holdings are located in the upper right side of this website page.

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                                             APPROXIMATE DATE OF                INFORMATION REMAINS
            INFORMATION                        WEBSITE POSTING                    POSTED ON WEBSITE
------------------------------------- ----------------------------------- ----------------------------------
Top ten holdings as of month end      15 days after month end             Until replaced with the
                                                                          following month's top ten
                                                                          holdings
------------------------------------- ----------------------------------- ----------------------------------
Select holdings included in the       29 days after calendar quarter end  Until replaced with the following
Fund's Quarterly Performance                                              quarter's Quarterly Performance
Update                                                                    Update
------------------------------------- ----------------------------------- ----------------------------------
Complete portfolio holdings as of     30 days after calendar quarter end  For one year
calendar quarter end
------------------------------------- ----------------------------------- ----------------------------------
Complete portfolio holdings as of     60-70 days after fiscal quarter     For one year
fiscal quarter end                    end
------------------------------------- ----------------------------------- ----------------------------------

These holdings are listed along with the percentage of the Fund's net assets they represent. Generally, employees of AIM and its affiliates may not disclose such portfolio holdings until one day after they have been posted on http://www.aiminvestments.com. You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246.

SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS PURSUANT TO NON-DISCLOSURE AGREEMENT. Employees of AIM and its affiliates may disclose non-public full portfolio holdings on a selective basis only if the Internal Compliance Controls Committee (the "ICCC") of A I M Management Group Inc. ("AIM Management") approves the parties to whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that the proposed selective disclosure will be made for legitimate business purposes of the applicable Fund and address any perceived conflicts of interest between shareholders of such Fund and AIM or its affiliates as part of granting its approval.

The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1) overseeing the implementation and enforcement of the Holdings Disclosure Policy and the AIM Funds Code of Ethics by the Chief Compliance Officer (or her designee) of AIM and the AIM Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended) that may arise in connection with the Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the types of situations in which AIM provides selective disclosure and approves situations involving perceived conflicts of interest between shareholders of the applicable Fund and AIM or its affiliates brought to the Board's attention by AIM.

AIM discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the AIM Funds:

o Attorneys and accountants;

o Securities lending agents;

o Lenders to the AIM Funds;

o Rating and rankings agencies;

o Persons assisting in the voting of proxies;

o AIM Funds' custodians;

o The AIM Funds' transfer agent(s) (in the event of a redemption in kind);

o Pricing services, market makers, or other persons who provide systems or software support in connection with AIM Funds' operations (to determine the price of securities held by an AIM Fund);

o Financial printers;

o Brokers identified by the AIM Funds' portfolio management team who provide execution and research services to the team; and

o Analysts hired to perform research and analysis to the AIM Funds' portfolio management team.

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In many cases, AIM will disclose current portfolio holdings on a daily basis to these persons. In these situations, AIM has entered into non-disclosure agreements which provide that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings and will not trade on such information ("Non-disclosure Agreements"). Please refer to Appendix B for a list of examples of persons to whom AIM provides non-public portfolio holdings on an ongoing basis.

AIM will also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over AIM and its affiliates or the Funds.

The Holdings Disclosure Policy provides that AIM will not request, receive or accept any compensation (including compensation in the form of the maintenance of assets in any Fund or other mutual fund or account managed by AIM or one of its affiliates) for the selective disclosure of portfolio holdings information.

DISCLOSURE OF CERTAIN PORTFOLIO HOLDINGS AND RELATED INFORMATION WITHOUT NON-DISCLOSURE AGREEMENT. AIM and its affiliates that provide services to the Funds, and the Funds' subadvisors, if applicable, and each of their employees may receive or have access to portfolio holdings as part of the day to day operations of the Funds.

From time to time, employees of AIM and its affiliates may express their views orally or in writing on one or more of the Funds' portfolio securities or may state that a Fund has recently purchased or sold, or continues to own, one or more securities. The securities subject to these views and statements may be ones that were purchased or sold since a Fund's most recent quarter-end and therefore may not be reflected on the list of the Fund's most recent quarter-end portfolio holdings disclosed on the website. Such views and statements may be made to various persons, including members of the press, brokers and other financial intermediaries that sell shares of the Funds, shareholders in the applicable Fund, persons considering investing in the applicable Fund or representatives of such shareholders or potential shareholders, such as fiduciaries of a 401(k) plan or a trust and their advisers, and other entities for which AIM or its affiliates provides or may provide investment advisory services. The nature and content of the views and statements provided to each of these persons may differ.

From time to time, employees of AIM and its affiliates also may provide oral or written information ("portfolio commentary") about a Fund, including, but not limited to, how the Fund's investments are divided among various sectors, industries, countries, investment styles and capitalization sizes, and among stocks, bonds, currencies and cash, security types, bond maturities, bond coupons and bond credit quality ratings. This portfolio commentary may also include information on how these various weightings and factors contributed to Fund performance. AIM may also provide oral or written information ("statistical information") about various financial characteristics of a Fund or its underlying portfolio securities including, but not limited to, alpha, beta, R-squared, coefficient of determination, duration, maturity, information ratio, sharpe ratio, earnings growth, payout ratio, price/book value, projected earnings growth, return on equity, standard deviation, tracking error, weighted average quality, market capitalization, percent debt to equity, price to cash flow, dividend yield or growth, default rate, portfolio turnover, and risk and style characteristics. This portfolio commentary and statistical information about a Fund may be based on the Fund's portfolio as of the most recent quarter-end or the end of some other interim period, such as month-end. The portfolio commentary and statistical information may be provided to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ.

DISCLOSURE OF PORTFOLIO HOLDINGS BY TRADERS. Additionally, employees of AIM and its affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Funds' portfolio securities. AIM does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who AIM believed was misusing the disclosed information.

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DISCLOSURE OF PORTFOLIO HOLDINGS OF OTHER AIM-MANAGER PRODUCTS. AIM and its affiliates manage products sponsored by companies other than AIM, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain AIM Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by AIM and its affiliates may disclose the portfolio holdings of their products at different times than AIM discloses portfolio holdings for the AIM Funds.

AIM provides portfolio holdings information for portfolios of AIM Variable Insurance Funds (the "Insurance Funds") to insurance companies whose variable annuity and variable life insurance accounts invest in the Insurance Funds ("Insurance Companies"). AIM may disclose portfolio holdings information for the Insurance Funds to Insurance Companies with which AIM has entered into Non-disclosure Agreements up to five days prior to the scheduled dates for AIM's disclosure of similar portfolio holdings information for other AIM Funds on http://www.aiminvestments.com. AIM provides portfolio holdings information for the Insurance Funds to such Insurance Companies to allow them to disclose this information on their websites at approximately the same time that AIM discloses portfolio holdings information for the other AIM Funds on its website. AIM manages the Insurance Funds in a similar fashion to certain other AIM Funds and thus the Insurance Funds and such other AIM Funds have similar portfolio holdings. AIM does not disclose the portfolio holdings information for the Insurance Funds on its website, and not all Insurance Companies disclose this information on their websites.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The overall management of the business and affairs of the Funds and the Trust is vested in the Board. The Board 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. Certain trustees and officers of the Trust are affiliated with AIM and 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, their principal occupations during at least the last five years and certain other information concerning them are set forth in Appendix B.

The standing committees of the Board are the Audit Committee, the Compliance Committee, the Governance Committee, the Investments Committee, the Valuation Committee and the Special Market Timing Litigation Committee.

The current members of the Audit Committee are Bob R. Baker, James T. Bunch, Edward K. Dunn, Jr. (Chair), Lewis F. Pennock and Dr. Larry Soll, Dr. Prema Mathai-Davis and Ruth H. Quigley (Vice Chair). The Audit Committee's primary purposes are to: (i) assist the Board in oversight of the independent registered public accountant's qualifications, independence and performance;
(ii) appoint independent registered public accountants for the Funds; (iii) to the extent required by Section 10A(h) and (i) of the Exchange Act, to pre-approve all permissible non-audit services that are provided to Funds by their independent registered public accountants; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds' independent registered public accountants to the Funds' investment adviser and certain other affiliated entities; (v) to oversee the financial reporting process for the Funds; (vi) the extent required by Regulation 14A under the Exchange Act, to prepare an audit committee report for inclusion in any proxy statement issued by a Fund; (vii) assist the Board's oversight of the performance of the Funds' internal audit function to the extent an internal audit function exists; (viii) assist the Board's oversight of the integrity of the Funds' financial statements; and (ix) assist the Board's oversight of the Funds' compliance with legal and regulatory

40

requirements. During the fiscal year ended December 31, 2004, the Audit Committee held eight meetings.

The members of the Compliance Committee are Frank S. Bayley, Bruce L. Crockett (Chair), Albert R. Dowden (Vice Chair) and Mr. Dunn. The Compliance Committee is responsible for: (i)recommending to the Board and the independent trustees the appointment, compensation and removal of the Funds' Chief Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and removal of the Funds' Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney General, AIM and INVESCO Funds Group, Inc. ("IFG"); (iii) recommending to the independent trustees the appointment and removal of AIM's independent Compliance Consultant (the "Compliance Consultant") and reviewing the report prepared by the Compliance Consultant upon its compliance review of AIM (the "Report") and any objections made by AIM with respect to the Report;
(iv) reviewing any report prepared by a third party who is not an interested person of AIM, upon the conclusion by such third party of a compliance review of AIM; (v) reviewing all reports on compliance matters from the Funds' Chief Compliance Officer, (vi) reviewing all recommendations made by the Senior Officer regarding AIM's compliance procedures, (vii) reviewing all reports from the Senior Officer of any violations of state and federal securities laws, the Colorado Consumer Protection Act, or breaches of AIM's fiduciary duties to Fund shareholders and of AIM's Code of Ethics; (viii) overseeing all of the compliance policies and procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (ix) from time to time, reviewing certain matters related to redemption fee waivers and recommending to the Board whether or not to approve such matters; (x) receiving and reviewing quarterly reports on the activities of AIM's Internal Compliance Controls Committee; (xi) reviewing all reports made by AIM's Chief Compliance Officer;
(xii) reviewing and recommending to the independent trustees whether to approve procedures to investigate matters brought to the attention of AIM's ombudsman;
(xiii) risk management oversight with respect to the Funds and, in connection therewith, receiving and overseeing risk management reports from AMVESCAP PLC that are applicable to the Funds or their service providers; and (xiv) overseeing potential conflicts of interest that are reported to the Compliance Committee by the AIM, the Chief Compliance Officer, the Senior Officer and/or the Compliance Consultant During the fiscal year ended December 31, 2004, the Compliance Committee held two meetings.

The members of the Governance Committee are Messrs. Bayley, Crockett, Dowden (Chair), Jack M. Fields (Vice Chair) and Gerald J. Lewis. The Governance Committee is responsible for: (i) nominating persons who will qualify as independent trustees for (a) election as trustees in connection with meetings of shareholders of the Funds that are called to vote on the election of trustees,
(b) appointment by the Board as trustees in connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the independent trustees; (vii) overseeing the selection of independent legal counsel to the independent trustees; (viii) reviewing and approving the compensation paid to independent legal counsel and other advisers, if any, to the Audit Committee of the Board; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Audit Committee of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board.

The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and
(ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. During the fiscal year ended December 31, 2004, the Governance Committee held seven meetings.

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Notice procedures set forth in the Trust's bylaws require that any shareholder of a fund desiring to nominate a trustee for election at a shareholder meeting must submit to the Trust's Secretary the nomination in writing not later than the close of business on the later of the 90th day prior to such shareholder meeting or the tenth day following the day on which public announcement is made of the shareholder meeting and not earlier than the close of business on the 120th day prior to the shareholder meeting.

The members of the Investments Committee are Messrs. Baker (Vice Chair), Bayley (Chair), Bunch, Crockett, Dowden, Dunn, Fields, Lewis, Pennock and Soll and Carl Frischling and Dr. Mathai-Davis (Vice Chair) and Miss Quigley (Vice Chair). The Investments Committee's primary purposes are to: (i) assist the Board in its oversight of the investment management services provided by AIM as well as any sub-advisers; and (ii) review all proposed and existing advisory, sub-advisory and distribution arrangements for the Funds and to recommend what action the Boards and the independent trustees take regarding the approval of all such proposed arrangements and the continuance of all such existing arrangements. During the fiscal year ended December 31, 2004, the Investments Committee held eight meetings.

The Investments Committee has established three Sub-Committees. The Sub-Committees are responsible for: (i) reviewing the performance, fees and expenses of the Funds that have been assigned to a particular Sub-Committee (for each Sub-Committee, the "Designated Funds"), unless the Investments Committee takes such action directly; (ii) reviewing with the applicable portfolio managers from time to time the investment objective(s), policies, strategies and limitations of the Designated Funds; (iii) evaluating the investment advisory, sub-advisory and distribution arrangements in effect or proposed for the Designated Funds, unless the Investments Committee takes such action directly;
(iv) being familiar with the registration statements and periodic shareholder reports applicable to their Designated Funds; and (v) such other investment-related matters as the Investments Committee may delegate to the Sub-Committee from time to time.

The members of the Valuation Committee are Messrs. Bunch, Pennock (Vice Chair), Soll and Mark Williamson (Chair) and Miss Quigley. The Valuation Committee is responsible for: (i) developing a sufficient knowledge of the valuation process and of AIM's Procedures for Valuing Securities (Pricing Procedures) (the "Pricing Procedures") in order to carry out their responsibilities; (ii) periodically reviewing information provided by AIM or other advisers regarding industry developments in connection with valuation and pricing, and making recommendations to the Board with respect to the Pricing Procedures based upon such review; (iii) reviewing the reports described in the Pricing Procedures and other information from AIM regarding fair value determinations made pursuant to the Pricing Procedures by AIM's internal valuation committee, and reporting to and making recommendations to the Board in connection with such reports; (iv) receiving the reports of AIM's internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures, receiving the annual report of AIM evaluating the pricing vendors, and approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures and recommending the pricing vendors for approval by the Board annually; (v) upon request of AIM, assisting AIM's internal valuation committee and/or the Board in resolving particular fair valuation issues; (vi) receiving any reports of concerns by AIM's internal valuation committee regarding actual or potential conflicts of interest by investment personnel or others that could color their input or recommendations regarding pricing issues, and receiving information from AIM disclosing differences between valuation and pricing procedures used for the Funds and private funds, if any, advised by AIM for which AIM Fund Administration has exclusive accounting responsibility, and the reasons for such differences; and (vii) in each of the foregoing areas, making regular reports to the Board. During the fiscal year ended December 31, 2004, the Valuation Committee held one meeting.

The members of the Special Market Timing Litigation Committee are Messrs. Crockett, Dowden (Vice Chair), Dunn and Lewis (Chair). The Special Market Timing Litigation Committee is responsible: (i) for receiving reports from time to time from management, counsel for management, counsel for the Funds and special counsel for the independent trustees, as applicable, related to (a) the civil lawsuits, including purported class action and shareholder derivative suits, that have been filed against the Funds

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concerning alleged excessive short term trading in shares of the Funds ("market timing") and (b) the civil enforcement actions and investigations related to market timing activity in the Funds that were settled with certain regulators, including without limitation the SEC, the New York Attorney General and the Colorado Attorney General, and for recommending to the independent trustees what actions, if any, should be taken by the Funds in light of all such reports; (ii) for overseeing the investigation(s) on behalf of the independent trustees by special counsel for the independent trustees and the independent trustees' financial expert of market timing activity in the Funds, and for recommending to the independent trustees what actions, if any, should be taken by the Funds in light of the results of such investigation(s); (iii) for (a) reviewing the methodology developed by AIM's Independent Distribution Consultant (the "Distribution Consultant") for the monies ordered to be paid under the settlement order with the SEC, and making recommendations to the independent trustees as to the acceptability of such methodology and (b) recommending to the independent trustees whether to consent to any firm with which the Distribution Consultant is affiliated entering into any employment, consultant, attorney-client, auditing or other professional relationship with AIM, or any of its present or former affiliates, directors, officers, employees or agents acting in their capacity as such for the period of the Distribution Consultant's engagement and for a period of two years after the engagement; and (iv) for taking reasonable steps to ensure that any Fund which the Special Market Timing Litigation Committee determines was harmed by improper market timing activity receives what the Special Market Timing Litigation Committee deems to be full restitution. During the fiscal year ended December 31, 2004, the Special Market Timing Litigation Committee held eight meetings.

Trustee Ownership of Fund Shares

The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the AIM Funds complex, is set forth in Appendix C.

Approval of Investment Advisory Agreements and Summary of Independent Written Fee Evaluation

The Board oversees the management of each Fund and, as required by law, determines annually whether to approve the continuance of each Fund's advisory agreement with AIM. Based upon the recommendation of the Investments Committee of the Board, which is comprised solely of independent trustees, at a meeting held on June 30, 2005, the Board, including all of the independent trustees, approved (i) the continuance of the advisory agreement between each Fund (other than AIM Income Allocation Fund and AIM International Allocation Fund (each a "New Fund") and AIM for another year, effective July 1, 2005 and (ii) the advisory agreement between each New Fund and AIM for an initial period ending December 31, 2006 (collectively, the "Advisory Agreement").

The Board considered the factors discussed below in evaluating the fairness and reasonableness of each Fund's Advisory Agreement at the meeting on June 30, 2005 and as part of the Board's ongoing oversight of each Fund. In their deliberations, the Board and the independent trustees did not identify any particular factor that was controlling, and each trustee attributed different weights to the various factors.

One responsibility of the independent Senior Vice President of the Funds is to manage the process by which the Funds' proposed management fees are negotiated to ensure that they are negotiated in a manner which is at arm's length and reasonable. To that end, the Senior Vice President must either supervise a competitive bidding process or prepare an independent written evaluation. The Senior Vice President has recommended an independent written evaluation in lieu of a competitive bidding process and, upon the direction of the Board, has prepared an independent written evaluation (which did not include the New Funds). Such written evaluation also considered certain of the factors discussed below. In addition, as discussed below, the Senior Vice President made certain recommendations to the Board in connection with such written evaluation.

The discussion below serves as a summary of the Senior Vice President's independent written evaluation and recommendations to the Board in connection therewith (with respect to each Fund except the New Funds), as well as a discussion of the material factors and the conclusions with respect thereto

43

that formed the basis for the Board's approval of each Fund's Advisory Agreement (including each New Fund's Advisory Agreement). After consideration of all of the factors below and based on its informed business judgment, the Board determined that each Fund's Advisory Agreement is in the best interests of the Fund and its shareholders and that the compensation to AIM under each Fund's Advisory Agreement is fair and reasonable and would have been obtained through arm's length negotiations.

AIM BASIC VALUE FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

o The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance for the one and three year periods was below the median performance of such comparable funds and above such median performance for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

o The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Large Cap Value Fund Index. The Board noted that the Fund's performance for the one and three year periods was comparable to the performance of such Index and above such Index for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

o Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board noted that this rate (i) was the same as the advisory fee rates for a variable insurance fund advised by AIM and offered to insurance company separate accounts with investment strategies comparable to those of the Fund; (ii) was lower than the advisory fee rate for an offshore fund for which an AIM affiliate serves as advisor with investment strategies comparable to those of the Fund; (iii) was

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higher than the sub-advisory fee rates for an unaffiliated mutual fund for which an affiliate of AIM serves as sub-advisor, although the total management fees paid by such unaffiliated mutual fund were higher than the advisory fee rate for the Fund; and (iv) was higher than the advisory fee rates for twenty separately managed wrap accounts managed by an AIM affiliate, and lower than the advisory fee rates for two separately managed wrap accounts managed by an AIM affiliate with investment strategies comparable to those of the Fund. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

o Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate was comparable to the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

o Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through December 31, 2009 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until December 31, 2009. The Board considered the effect this fee waiver would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

o Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes three breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, have decreased as net assets increased because the Advisory Agreement includes breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through December 31, 2009 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore reflect economies of scale and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule.

o Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the 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 the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the 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 the lending Fund and its respective shareholders.

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o Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

o Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

o Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

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AIM CONSERVATIVE ALLOCATION FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

o The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

o The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

o Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2005 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2005. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

o Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

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o Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

o Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

o Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

o Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

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AIM GLOBAL EQUITY FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

o The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance for the one and three year periods was at or above the median performance of such comparable funds and below such median performance for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

o The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Global Multi-Cap Core Index. The Board noted that the Fund's performance in such periods was above the performance of such Index. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

o Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not serve as an advisor to other mutual funds or other clients with investment strategies comparable to those of the Fund.

o Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate below the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund and to limit the Fund's total operating expenses, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

49

o Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through December 31, 2009 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until December 31, 2009. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2005 in an amount necessary to limit total annual operating expenses to a specified percentage of average daily net assets for each class of the Fund (other than Institutional Class shares). The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect until December 31, 2005. The Board considered the effect these fee waivers/expense limitations would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

o Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes three breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, would decrease as net assets increase because the Advisory Agreement includes breakpoints. The Board noted that, due to the Fund's current asset levels and the way in which the advisory fee breakpoints have been structured, the Fund has yet to benefit from the breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through December 31, 2009 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore would reflect economies of scale at higher asset levels and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule.

o Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the 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 the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the 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 the lending Fund and its respective shareholders.

o Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

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o Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

o Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM GROWTH ALLOCATION FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the

51

Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

o The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

o The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

o Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2005 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2005. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

o Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

o Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the

52

performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

o Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

o Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM INCOME ALLOCATION FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on this review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other

53

factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM is currently providing satisfactory services in accordance with the terms of the Advisory Agreement.

o The performance of the Fund relative to comparable funds. Not applicable because this is a new Fund.

o The performance of the Fund relative to indices. Not applicable because this is a new Fund.

o Meeting with the Fund's portfolio managers and investment personnel. The Board intends to meet periodically with the Fund's portfolio managers and/or other investment personnel to ensure that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. Not applicable because this is a new Fund. However, the Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to other mutual funds advised by AIM and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

o Fees relative to those of comparable funds with other advisors. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

o Expense limitations and fee waivers. The Board reviewed AIM's proposed annual expense limitation for the Fund that would, until December 31, 2006, limit Other Expenses (excluding interest, taxes, dividend expense on short sales, fund merger and reorganization expenses, extraordinary items, including other items designated as such by the Board, and increases in expenses due to expense offset arrangements, if any) of each class of shares of the Fund to 0.04% of the Fund's average daily net assets, and the effect it would have on the Fund's estimated total expenses. The Board concluded that such expense limitation for the Fund was fair and reasonable.

o Breakpoints and economies of scale. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

o Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

o Profitability of AIM and its affiliates. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory

54

Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to approve the Advisory Agreement for the Fund, the Board also considered the Board's knowledge of AIM's operations, and concluded that it was beneficial to approve the Advisory Agreement, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services.

o Other factors and current trends. In determining whether to approve the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM INTERNATIONAL ALLOCATION FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on this review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM is currently providing satisfactory services in accordance with the terms of the Advisory Agreement.

o The performance of the Fund relative to comparable funds. Not applicable because this is a new Fund.

o The performance of the Fund relative to indices. Not applicable because this is a new Fund.

o Meeting with the Fund's portfolio managers and investment personnel. The Board intends to meet periodically with the Fund's portfolio managers and/or other investment personnel to ensure that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. Not applicable because this is a new Fund. However, the Board considered the overall performance of AIM in providing investment advisory and portfolio

55

administrative services to other mutual funds advised by AIM and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

o Fees relative to those of comparable funds with other advisors. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

o Expense limitations and fee waivers. The Board reviewed AIM's proposed annual expense limitation for the Fund that would, until December 31, 2006, limit Other Expenses (excluding interest, taxes, dividend expense on short sales, fund merger and reorganization expenses, extraordinary items, including other items designated as such by the Board, and increases in expenses due to expense offset arrangements, if any) of each class of shares of the Fund to 0.18% of the Fund's average daily net assets, and the effect it would have on the Fund's estimated total expenses. The Board concluded that such expense limitation for the Fund was fair and reasonable.

o Breakpoints and economies of scale. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

o Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

o Profitability of AIM and its affiliates. The Board noted that AIM will not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay advisory fees.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to approve the Advisory Agreement for the Fund, the Board also considered the Board's knowledge of AIM's operations, and concluded that it was beneficial to approve the Advisory Agreement, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services.

56

o Other factors and current trends. In determining whether to approve the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM MID CAP CORE EQUITY FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

o The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance was below the median performance of such comparable funds for the one and three year periods and at such median performance for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

o The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Mid-Cap Core Index. The Board noted that the Fund's performance was below the performance of such Index for the one and three year periods and above such Index for the five year period. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

o Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board noted that

57

this rate (i) was the same as the advisory fee rates for a variable insurance fund advised by AIM and offered to insurance company separate accounts with investment strategies comparable to those of the Fund;
(ii) was higher than the sub-advisory fee rates for three unaffiliated mutual funds for which an AIM affiliate serves as sub-advisor, although the total management fees paid by such unaffiliated mutual funds were higher than the advisory fee rate for the Fund; and (iii) was higher than the advisory fee rates for 24 separately managed wrap accounts managed by an AIM affiliate with investment strategies comparable to those of the Fund, comparable to the advisory fee rates for one such wrap account, and lower than the advisory fee rates for two such wrap accounts. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

o Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate was at the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

o Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until June 30, 2006. The Board considered the effect this fee waiver would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

o Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes three breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, have decreased as net assets increased because the Advisory Agreement includes breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore reflect economies of scale and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule.

o Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the 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 the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the 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 the lending Fund and its respective shareholders.

58

o Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable. The Board also considered the Senior Vice President's recommendation that the Board consider an additional fee waiver for the Fund due to the Fund's under-performance and relatively high historic cash position. The Board concluded that such a fee waiver was not appropriate for the Fund at this time and that, rather than requesting such a fee waiver from AIM, the Board should receive from AIM (i) additional information regarding the use of cash in the Fund's overall investment strategy and (ii) an analysis of how the use of cash by the Fund's portfolio manager has contributed to the Fund's performance.

o Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

o Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also

59

considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM MODERATE ALLOCATION FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

o The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

o The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

o Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2005 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2005. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and

60

concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

o Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

o Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

o Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

o Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance

61

consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM MODERATE GROWTH ALLOCATION FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on this review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM is currently providing services in accordance with the terms of the advisory agreement.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM is currently providing satisfactory services in accordance with the terms of the advisory agreement.

o The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

o The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

o Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2006 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2006. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

62

o Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

o Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

o Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to approve the Advisory Agreement for the Fund, the Board also considered the Board's knowledge of AIM's operations, and concluded that it was beneficial to approve the Advisory Agreement, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

o Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined

63

that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM MODERATELY CONSERVATIVE ALLOCATION FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on this review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM is currently providing services in accordance with the terms of the advisory agreement.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM is currently providing satisfactory services in accordance with the terms of the advisory agreement.

o The performance of the Fund relative to comparable funds. Not applicable because the Fund has recently commenced operations.

o The performance of the Fund relative to indices. Not applicable because the Fund has recently commenced operations.

o Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Fees relative to those of comparable funds with other advisors. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through December 31, 2006 in an amount necessary to limit other expenses to a specified percentage of average daily net assets for each class of the Fund. The Board considered the contractual nature of this fee waiver/expense limitation and noted that it remains in effect through December 31, 2006. The Board considered the effect this fee waiver/expense limitation would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

64

o Breakpoints and economies of scale. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Investments in affiliated money market funds. Not applicable because the Fund does not invest in affiliated money market funds.

o Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

o Profitability of AIM and its affiliates. The Board noted that AIM does not charge the Fund any advisory fees pursuant to the Advisory Agreement, although the underlying funds in which the Fund invests pay AIM advisory fees.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to approve the Advisory Agreement for the Fund, the Board also considered the Board's knowledge of AIM's operations, and concluded that it was beneficial to approve the Advisory Agreement, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

o Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined

65

that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

AIM SMALL CAP GROWTH FUND

o The nature and extent of the advisory services to be provided by AIM. The Board reviewed the services to be provided by AIM under the Advisory Agreement. Based on such review, the Board concluded that the range of services to be provided by AIM under the Advisory Agreement was appropriate and that AIM currently is providing services in accordance with the terms of the Advisory Agreement.

o The quality of services to be provided by AIM. The Board reviewed the credentials and experience of the officers and employees of AIM who will provide investment advisory services to the Fund. In reviewing the qualifications of AIM to provide investment advisory services, the Board reviewed the qualifications of AIM's investment personnel and considered such issues as AIM's portfolio and product review process, various back office support functions provided by AIM and AIM's equity and fixed income trading operations. Based on the review of these and other factors, the Board concluded that the quality of services to be provided by AIM was appropriate and that AIM currently is providing satisfactory services in accordance with the terms of the Advisory Agreement.

o The performance of the Fund relative to comparable funds. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of funds advised by other advisors with investment strategies comparable to those of the Fund. The Board noted that the Fund's performance in such periods was below the median performance of such comparable funds. The Board noted that AIM has recently made changes to the Fund's portfolio management team, which appear to be producing encouraging early results but need more time to be evaluated before a conclusion can be made that the changes have addressed the Fund's under-performance. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

o The performance of the Fund relative to indices. The Board reviewed the performance of the Fund during the past one, three and five calendar years against the performance of the Lipper Small-Cap Growth Index. The Board noted that the Fund's performance in such periods was below the performance of such Index. The Board noted that AIM has recently made changes to the Fund's portfolio management team, which appear to be producing encouraging early results but need more time to be evaluated before a conclusion can be made that the changes have addressed the Fund's under-performance. Based on this review, the Board concluded that no changes should be made to the Fund and that it was not necessary to change the Fund's portfolio management team at this time.

o Meeting with the Fund's portfolio managers and investment personnel. With respect to the Fund, the Board is meeting periodically with such Fund's portfolio managers and/or other investment personnel and believes that such individuals are competent and able to continue to carry out their responsibilities under the Advisory Agreement.

o Overall performance of AIM. The Board considered the overall performance of AIM in providing investment advisory and portfolio administrative services to the Fund and concluded that such performance was satisfactory.

o Fees relative to those of clients of AIM with comparable investment strategies. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board noted that, based on the Fund's current assets and taking account of the breakpoints in the Fund's advisory fee schedule, this rate was comparable to the sub-advisory fee rates for two unaffiliated

66

mutual funds for which AIM serves as sub-advisor, although the total management fees paid by such unaffiliated mutual funds were higher than the advisory fee rate for the Fund. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

o Fees relative to those of comparable funds with other advisors. The Board reviewed the advisory fee rate for the Fund under the Advisory Agreement. The Board compared effective contractual advisory fee rates at a common asset level and noted that the Fund's rate was below the median rate of the funds advised by other advisors with investment strategies comparable to those of the Fund that the Board reviewed. The Board noted that AIM has agreed to waive advisory fees of the Fund, as discussed below. Based on this review, the Board concluded that the advisory fee rate for the Fund under the Advisory Agreement was fair and reasonable.

o Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board considered the contractual nature of this fee waiver and noted that it remains in effect until June 30, 2006. The Board considered the effect this fee waiver would have on the Fund's estimated expenses and concluded that the levels of fee waivers/expense limitations for the Fund were fair and reasonable.

o Breakpoints and economies of scale. The Board reviewed the structure of the Fund's advisory fee under the Advisory Agreement, noting that it includes three breakpoints. The Board reviewed the level of the Fund's advisory fees, and noted that such fees, as a percentage of the Fund's net assets, have decreased as net assets increased because the Advisory Agreement includes breakpoints. The Board noted that AIM has contractually agreed to waive advisory fees of the Fund through June 30, 2006 to the extent necessary so that the advisory fees payable by the Fund do not exceed a specified maximum advisory fee rate, which maximum rate includes breakpoints and is based on net asset levels. The Board concluded that the Fund's fee levels under the Advisory Agreement therefore reflect economies of scale and that it was not necessary to change the advisory fee breakpoints in the Fund's advisory fee schedule.

o Investments in affiliated money market funds. The Board also took into account the fact that uninvested cash and cash collateral from securities lending arrangements (collectively, "cash balances") of the Fund may be invested in money market funds advised by AIM pursuant to the terms of an SEC exemptive order. The Board found that the 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 the Fund will not receive reduced services if it invests its cash balances in such money market funds. The Board noted that, to the extent the Fund invests in affiliated money market funds, AIM has voluntarily agreed to waive a portion of the advisory fees it receives from the Fund attributable to such investment. The Board further determined that the proposed securities lending program and related procedures with respect to the lending Fund is in the best interests of the 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 the lending Fund and its respective shareholders.

o Independent written evaluation and recommendations of the Fund's Senior Vice President. The Board noted that, upon their direction, the independent Senior Vice President of the Fund had prepared an independent written evaluation in order to assist the Board in determining the reasonableness of the proposed management fees of the AIM Funds, including the Fund. The Board noted that the Senior Vice President's written evaluation had been relied upon by the

67

Board in this regard in lieu of a competitive bidding process. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the Senior Vice President's written evaluation and the recommendation made by the Senior Vice President to the Board that the Board consider implementing a process to assist them in more closely monitoring the performance of the AIM Funds. The Board concluded that it would be advisable to implement such a process as soon as reasonably practicable.

o Profitability of AIM and its affiliates. The Board reviewed information concerning the profitability of AIM's (and its affiliates') investment advisory and other activities and its financial condition. The Board considered the overall profitability of AIM, as well as the profitability of AIM in connection with managing the Fund. The Board noted that AIM's operations remain profitable, although increased expenses in recent years have reduced AIM's profitability. Based on the review of the profitability of AIM's and its affiliates' investment advisory and other activities and its financial condition, the Board concluded that the compensation to be paid by the Fund to AIM under its Advisory Agreement was not excessive.

o Benefits of soft dollars to AIM. The Board considered the benefits realized by AIM as a result of brokerage transactions executed through "soft dollar" arrangements. Under these arrangements, brokerage commissions paid by the Fund and/or other funds advised by AIM are used to pay for research and execution services. This research is used by AIM in making investment decisions for the Fund. The Board concluded that such arrangements were appropriate.

o AIM's financial soundness in light of the Fund's needs. The Board considered whether AIM is financially sound and has the resources necessary to perform its obligations under the Advisory Agreement, and concluded that AIM has the financial resources necessary to fulfill its obligations under the Advisory Agreement.

o Historical relationship between the Fund and AIM. In determining whether to continue the Advisory Agreement for the Fund, the Board also considered the prior relationship between AIM and the Fund, as well as the Board's knowledge of AIM's operations, and concluded that it was beneficial to maintain the current relationship, in part, because of such knowledge. The Board also reviewed the general nature of the non-investment advisory services currently performed by AIM and its affiliates, such as administrative, transfer agency and distribution services, and the fees received by AIM and its affiliates for performing such services. In addition to reviewing such services, the trustees also considered the organizational structure employed by AIM and its affiliates to provide those services. Based on the review of these and other factors, the Board concluded that AIM and its affiliates were qualified to continue to provide non-investment advisory services to the Fund, including administrative, transfer agency and distribution services, and that AIM and its affiliates currently are providing satisfactory non-investment advisory services.

o Other factors and current trends. In determining whether to continue the Advisory Agreement for the Fund, the Board considered the fact that AIM, along with others in the mutual fund industry, is subject to regulatory inquiries and litigation related to a wide range of issues. The Board also considered the governance and compliance reforms being undertaken by AIM and its affiliates, including maintaining an internal controls committee and retaining an independent compliance consultant, and the fact that AIM has undertaken to cause the Fund to operate in accordance with certain governance policies and practices. The Board concluded that these actions indicated a good faith effort on the part of AIM to adhere to the highest ethical standards, and determined that the current regulatory and litigation environment to which AIM is subject should not prevent the Board from continuing the Advisory Agreement for the Fund.

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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. The Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation for their services.

Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2004 is found in Appendix D.

Retirement Plan For Trustees

The Trustees have adopted a retirement plan for the trustees of the Trust who are not affiliated with AIM. 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 benefits will equal 75% of the trustee's annual retainer paid or accrued by any Covered Fund to such trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the trustee. Notwithstanding the foregoing, the amount of benefits will exclude any additional compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain committees, whether such amounts are paid directly to the Trustees or deferred. 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. Crockett, Dunn, Fields, Frischling and Sklar and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the "Deferring Trustees") have each executed a Deferred Compensation Agreement (collectively, the "Compensation Agreements"). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Trust, and such amounts are placed into a deferral account and deemed to be invested in one or more AIM Funds selected by the Deferring Trustees. 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 Trust's Board of Trustees, 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 Board, in its sole discretion, also may accelerate or extend the distribution of such deferral accounts after the Deferring Trustee's termination of service as a trustee of 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. With respect to the payments of amounts held in the deferral accounts, the

69

Deferring Trustees have the status of unsecured creditors of the Trust and of each other AIM Fund from which they are deferring compensation.

Purchases of Class A Shares of the Funds at Net Asset Value

The trustees and other affiliated persons of the Trust may purchase Class A shares of the 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 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, including personal trading in most of the funds within the AIM Family of Funds(R) ("affiliated funds"). Personal trading, including personal trading involving securities that may be purchased or held by a Fund and in affiliated funds, 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 her designee and to report all transactions on a regular basis.

PROXY VOTING POLICIES

The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to AIM. The investment advisor will vote such proxies in accordance with their proxy policies and procedures, which have been reviewed and approved by the Board, and which are found in Appendix E.

Any material changes to the proxy policies and procedures will be submitted to the Board for approval. The Board will be supplied with a summary quarterly report of each Fund's proxy voting record.

Information regarding how the Funds voted proxies related to their portfolio securities during the 12 months ended June 30, 2005 is available at our website, http://www.AIMinvestments.com. This information is also available at the SEC Website, http://www.sec.gov.

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Information about the ownership of each class of each Fund's shares by beneficial or record owners of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to "control" that Fund.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISOR

AIM, the Funds' investment advisor, was organized in 1976, and along with its subsidiaries, manages or advises over 200 investment portfolios encompassing a broad range of investment objectives. AIM is a direct, wholly owned subsidiary of AIM Management, a holding company that has been engaged in the financial services business since 1976. AIM Management is an indirect, wholly owned subsidiary of AMVESCAP. AMVESCAP and its subsidiaries are an independent global

70

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 Advisory Agreement provides that the 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, custodian, transfer and shareholder service agent costs, expenses of issue, sale, redemption, and repurchase of shares, expenses of registering and qualifying shares for sale, expenses relating to trustee and shareholder meetings, the cost of preparing and distributing reports and notices to shareholders, the fees and other expenses incurred by the Trust on behalf of each Fund in connection with membership in investment company organizations, and the cost of printing copies of prospectuses and statements of additional information distributed to the Funds' shareholders.

AIM, at its own expense, furnishes to the Trust office space and facilities. AIM furnishes to the Trust all personnel for managing the affairs of the Trust and each of its series of shares.

Pursuant to its Advisory Agreement, AIM receives no advisory fee from the Asset Allocation Funds.

Pursuant to its Advisory Agreement, AIM receives a monthly fee from each Fund (other than the Asset Allocation Funds) calculated at the following annual rates, based on the average daily net assets of each Fund during the year.

Effective January 1, 2005, the advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by each Fund, other than the Asset Allocation Funds, do not exceed the maximum advisory fee rate set forth in the third column below. The maximum advisory fee rates are effective through the Committed Until Date set forth in the fourth column.

                                                                                                                  MAXIMUM ADVISORY
                                                                                                                      FEE RATES
              FUND NAME                       ANNUAL RATE/NET ASSETS          MAXIMUM ADVISORY FEE RATE AFTER      COMMITTED UNTIL
                                              PER ADVISORY AGREEMENT                  JANUARY 1, 2005                    DATE
------------------------------------------------------------------------------------------------------------------------------------
AIM Basic Value Fund                    0.725% of first $500M                0.695% of first $250M                 December 31, 2009
                                        0.70% of the next $500M              0.67% of next $250M
                                        0.675% of the next $500M             0.645% of next $500M
                                        0.65% of the excess over $1.5B(1)    0.62% of next $1.5B
                                                                             0.595% of next $2.5B
                                                                             0.57% of next $2.5B
                                                                             0.545% of next $2.5B
                                                                             0.52% of the excess over $10B
------------------------------------------------------------------------------------------------------------------------------------

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                                                                                                                  MAXIMUM ADVISORY
                                                                                                                      FEE RATES
              FUND NAME                       ANNUAL RATE/NET ASSETS          MAXIMUM ADVISORY FEE RATE AFTER      COMMITTED UNTIL
                                              PER ADVISORY AGREEMENT                  JANUARY 1, 2005                    DATE
------------------------------------------------------------------------------------------------------------------------------------
AIM Global Equity Fund                  0.975% of first $500M                0.80% of first $250M                  December 31, 2009
                                        0.95% of amount over $500M           0.78% of next $250M
                                        0.925% of the next $500M             0.76% of next $500M
                                        0.90% of the excess over $1.5B       0.74% of next $1.5B
                                                                             0.72% of next $2.5B
                                                                             0.70% of next $2.5B
                                                                             0.68% of next $2.5B
                                                                             0.66% of the excess over $10B
------------------------------------------------------------------------------------------------------------------------------------

AIM Mid Cap Core Equity Fund            0.725% of first $500M                N/A                                          N/A
                                        0.70% of amount over $500M
                                        0.675% of the next $500M
                                        0.65% of the excess over $1.5B
------------------------------------------------------------------------------------------------------------------------------------

AIM Small Cap Growth Fund               0.725% of first $500M                N/A                                          N/A
                                        0.70% of next $500M
                                        0.675% of the next $500M
                                        0.65% of the excess over $1.5B
------------------------------------------------------------------------------------------------------------------------------------

(1) [AIM has voluntarily agreed to waive advisory fees payable by AIM Basic 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.]

AIM may from time to time waive or reduce its fee. Voluntary fee waivers or reductions may be rescinded at any time without further notice to investors. During periods of voluntary fee waivers or reductions, AIM will retain its ability to be reimbursed for such fee prior to the end of each fiscal year. Contractual fee waivers or reductions set forth in the Fee Table in a Prospectus may not be terminated or amended to the Funds' detriment during the period stated in the agreement between AIM and the Fund.

AIM has voluntarily agreed to waive a portion of advisory fees payable by each Fund. The amount of the waiver will equal 25% of the advisory fee AIM receives from the Affiliated Money Market Funds as a result of each Fund's investment of uninvested cash in an Affiliated Money Market Fund. Termination of this agreement requires approval by the Board. See "Description of the Funds and Their Investments and Risks - Investment Strategies and Risks - Other Investments - Other Investment Companies."

AIM has contractually agreed through December 31, 2005, to limit AIM Global Equity Fund's Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.50% on AIM Global Equity Fund's Institutional Class shares. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account, and could cause the Total Annual Fund Operating Expenses to exceed the limits: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), items designated as such by the Fund's Board; (v) expenses related to a merger or reorganization, as approved by the Fund's Board; and (vi) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the fund benefits are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the Fund. Such contractual fee waivers or reductions are set forth in the Fee Table to AIM Global Equity Fund's Prospectus and may not be

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terminated or amended to the Fund's detriment during the period stated in the agreement between AIM and AIM Global Equity Fund.

AIM has contractually agreed to limit Other Expenses (excluding certain items discussed below) to 0.20%, 0.17%, 0.04%, 0.18%, 0.05%, 0.12% and 0.14% on AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund, respectively, for the Institutional Class shares. In determining the advisor's obligation to waive fees or reimburse expenses, the following expenses are not taken into account, and could cause the Other Expenses to exceed the limits: (i) Rule12b-1 fees; (ii) interest; (iii) taxes;
(iv) dividend expense on short sales; (v) extraordinary items (these are expenses that are not anticipated to arise from the Fund's day-to-day operations), or items designated as such by the Fund's Board; (vi) expenses related to a merger or reorganization, as approved by the Fund's Board; and
(vii) expenses that the Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which the fund benefits are in the form of credits that the fund receives from the banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. Such contractual fee waivers or reductions are set forth in the Fee Table to the Prospectus for the Asset Allocation Funds and may not be terminated or amended to the Funds' detriment during the period stated in the agreement between AIM and the Asset Allocation Funds. This expense limitation agreement is in effect through December 31, 2005 for AIM Conservative Allocation Fund, AIM Growth Allocation Fund, and AIM Moderate Allocation Fund and December 31, 2006 for AIM Income Allocation Fund, AIM International Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund.

The management fees payable by each Fund (other than the Asset Allocation Funds), the amounts waived by AIM and the net fees paid by each Fund for the last three fiscal years ended December 31, are found in Appendix G.

Portfolio Managers

Appendix H contains the following information regarding the portfolio managers identified in each Fund's prospectus:

o The dollar range of the manager's investments in each Fund.

o A description of the manager's compensation structure.

o Information regarding other accounts managed by the manager and potential conflicts of interest that might arise from the management of multiple accounts.

Securities Lending Arrangements.

If a Fund (other than the Asset Allocation Funds) 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

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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. 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, are found in Appendix I.

OTHER SERVICE PROVIDERS

TRANSFER AGENT. AIM Investment Services, Inc. ("AIS"), 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 (the "TA Agreement") between the Trust and AIS provides that AIS will perform certain shareholder services for the Funds. For servicing accounts holding Institutional Class Shares, the TA Agreement provides that the Trust on behalf of the Funds will pay AIS a fee equal to $2.00 per trade executed to be billed monthly plus certain out of pocket expenses. In addition, for servicing accounts holding Institutional Class Shares, the Trust on behalf of the Funds, is required to reimburse AIS for servicing such accounts to the extent that an account is serviced by a third party pursuant to a sub-transfer agency, omnibus account service, sub-accounting, or networking agreement. AIS has agreed to waive the right to collect any fee or reimbursement to which it is entitled, to the extent that such fee or reimbursement would cause the fees and expenses incurred by the Institutional Class Shares to exceed 0.10% of the average net assets attributable to such class of the Funds.

It is anticipated that most investors will perform their own sub-accounting.

AIS has contractually agreed to limit transfer agent fees to 0.10% of average net assets of the Institutional Class. The expense limitation agreement is in effect through December 31, 2005.

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 purchases of shares of the Funds. The Bank of New York, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate cash management.

The 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 and for assessing the risks associated with investing in foreign countries, including the risk of using eligible foreign securities

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depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories.

Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.

AUDITORS. The Funds' independent registered public accounting firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the Board has appointed [Auditor's Name and Address], as the independent registered public accounting firm to audit the financial statements of the Funds. Such appointment was ratified and approved by the Board.

COUNSEL TO THE TRUST. Legal matters for the Trust have been passed upon by Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market Street, Philadelphia, Pennsylvania 19103-7599.

BROKERAGE ALLOCATION AND OTHER PRACTICES

BROKERAGE TRANSACTIONS

AIM makes decisions to buy and sell securities for each Fund, selects broker-dealers (each, a "Broker"), effects the Funds' investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. AIM's primary consideration in effecting a security transaction is to obtain best execution, which AIM defines as prompt and efficient execution of the transaction at the best obtainable price with payment of commissions, mark-ups or mark-downs which are reasonable in relation to the value of the brokerage services provided by the Broker. While AIM seeks reasonably competitive commission rates, the Funds may not pay the lowest commission or spread available. See "Broker Selection" below.

Some of the securities in which the Funds invest are traded in over-the-counter markets. Portfolio transactions placed in such markets may be effected on a principal basis at net prices without commissions, but which include compensation to the Broker in the form of a mark up or mark down, or on an agency basis, which involves the payment of negotiated brokerage commissions to the Broker, including electronic communication networks. Purchases of underwritten issues include a commission or concession paid by the issuer (not the Funds) to the underwriter. Purchases of money market instruments may be made directly from issuers without the payment of commissions.

Traditionally, commission rates have not been negotiated on stock markets outside the United States. Although in recent years many overseas stock markets have adopted a system of negotiated rates, a number of markets maintain an established schedule of minimum commission rates.

Brokerage commissions paid by each of the Funds during the last three fiscal years ended December 31 are found in Appendix J.

COMMISSIONS

During the last three fiscal years ended December 31, none of the Funds paid brokerage commissions to Brokers affiliated with the Funds, AIM, AIM Distributors, or any affiliates of such entities.

The Funds may engage in certain principal and agency transactions with banks and their affiliates that own 5% or more of the outstanding voting securities of an AIM Fund, provided the conditions of an exemptive order received by the AIM Funds from the SEC are met. In addition, a Fund may purchase or sell a security from or to certain other AIM Funds or other accounts (and may invest in the Affiliated Money Market Funds) provided the Funds follow procedures adopted by the Boards of the various

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AIM Funds, including the Trust. These inter-fund transactions do not generate brokerage commissions but may result in custodial fees or taxes or other related expenses.

BROKER SELECTION

AIM's primary consideration in selecting Brokers to execute portfolio transactions for a Fund is to obtain best execution. In selecting a Broker to execute a portfolio transaction in equity securities for a Fund, AIM considers the full range and quality of a Broker's services, including the value of research and/or brokerage services provided, execution capability, commission rate, willingness to commit capital, anonymity and responsiveness. AIM's primary consideration when selecting a Broker to execute a portfolio transaction in fixed income securities for a Fund is the Broker's ability to deliver or sell the relevant fixed income securities; however, AIM will also consider the various factors listed above. In each case, the determinative factor is not the lowest commission or spread available but whether the transaction represents the best qualitative execution for the Fund. AIM will not select Brokers based upon their promotion or sale of Fund shares.

In choosing Brokers to execute portfolio transactions for the Funds, AIM may select Brokers that provide brokerage and/or research services ("Soft Dollar Products") to the Funds and/or the other accounts over which AIM and its affiliates have investment discretion. Section 28(e) of the Securities Exchange Act of 1934, as amended, provides that AIM, under certain circumstances, lawfully may cause an account to pay a higher commission than the lowest available. Under Section 28(e)(1), AIM must make a good faith determination that the commissions paid are "reasonable in relation to the value of the brokerage and research services provided ... viewed in terms of either that particular transaction or [AIM's] overall responsibilities with respect to the accounts as to which [it] exercises investment discretion." The services provided by the Broker also must lawfully and appropriately assist AIM in the performance of its investment decision-making responsibilities. Accordingly, a Fund may pay a Broker higher commissions than those available from another Broker in recognition of such Broker's provision of Soft Dollar Products to AIM.

AIM faces a potential conflict of interest when it uses client trades to obtain Soft Dollar Products. This conflict exists because AIM is able to use the Soft Dollar Products to manage client accounts without paying cash for the Soft Dollar Products, which reduces AIM's expenses to the extent that AIM would have purchased such products had they not been provided by Brokers. Section 28(e) permits AIM to use Soft Dollar Products for the benefit of any account it manages. Certain AIM-managed accounts may generate soft dollars used to purchase Soft Dollar Products that ultimately benefit other AIM-managed accounts, effectively cross subsidizing the other AIM-managed accounts that benefit directly from the product. AIM may not use all of the Soft Dollar Products provided by Brokers through which a Fund effects securities transactions in connection with managing such Fund.

AIM and certain of its affiliates presently engage in the following instances of cross-subsidization:

1. Fixed income funds normally do not generate soft dollar commissions to pay for Soft Dollar Products. Therefore, soft dollar commissions used to pay for Soft Dollar Products which are used to manage the fixed income AIM Funds are generated entirely by equity AIM Funds and other equity client accounts managed by AIM or A I M Capital, Inc. ("AIM Capital"), a subsidiary of AIM. In other words, the fixed income AIM Funds are cross-subsidized by the equity AIM Funds, in that the fixed income AIM Funds receive the benefit of Soft Dollar Products services for which they do not pay.

2. The investment models used to manage many of the AIM Funds are also used to manage other accounts of AIM and/or AIM Capital. The Soft Dollar Products obtained through the use of soft dollar commissions generated by the transactions of the AIM Funds and/or other accounts managed by AIM and/or AIM Capital are used to maintain the investment models relied upon by both of these advisory affiliates.

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This type of cross-subsidization occurs in both directions. For example, soft dollar commissions generated by transactions of the AIM Funds and/or other accounts managed by AIM are used for Soft Dollar Products which may benefit those AIM Funds and/or accounts as well as accounts managed by AIM Capital. Additionally, soft dollar commissions generated by transactions of accounts managed by AIM Capital are used for Soft Dollar Products which may benefit those accounts as well as accounts managed by AIM. In certain circumstances, AIM Capital accounts may indicate that their transactions should not be used to generate soft dollar commissions but may still receive the benefits of Soft Dollar Products received by AIM or AIM Capital.

3. Some of the common investment models used to manage various Funds and other accounts of AIM and/or AIM Capital are also used to manage accounts of AIM Private Asset Management, Inc. ("APAM"), another AIM subsidiary. The Soft Dollar Products obtained through the use of soft dollar commissions generated by the transactions of the Funds and/or other accounts managed by AIM and/or AIM Capital are used to maintain the investment models relied upon by AIM, AIM Capital and APAM. This cross-subsidization occurs in only one direction. Most of APAM's accounts do not generate soft dollar commissions which can be used to purchase Soft Dollar Products. The soft dollar commissions generated by transactions of the Funds and/or other accounts managed by AIM and/or AIM Capital are used for Soft Dollar Products which may benefit the accounts managed by AIM, AIM Capital and APAM; however, APAM does not provide any soft dollar research benefit to the Funds and/or other accounts managed by AIM or AIM Capital.

AIM and AIM Capital attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if AIM and AIM Capital conclude that the Broker supplying the product is capable of providing best execution.

Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. AIM uses soft dollars to purchase two types of Soft Dollar Products:

o proprietary research created by the Broker executing the trade, and

o other products created by third parties that are supplied to AIM through the Broker executing the trade.

Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. AIM periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that AIM receives from each Broker, AIM develops an estimate of each Broker's share of AIM clients' commission dollars. AIM attempts to direct trades to the firms to meet these estimates.

AIM also uses soft dollars to acquire products from third parties that are supplied to AIM through Brokers executing the trades or other Brokers who "step in" to a transaction and receive a portion of the brokerage commission for the trade. AIM may from time to time instruct the executing Broker to allocate or "step out" a portion of a transaction to another Broker. The Broker to which AIM has "stepped out" would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been "stepped out." Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes.

Soft Dollar Products received from Brokers supplement AIM's own research (and the research of certain of its affiliates), and may include the following types of products and services:

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o Database Services - comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process).

o Quotation/Trading/News Systems - products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services.

o Economic Data/Forecasting Tools - various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions.

o Quantitative/Technical Analysis - software tools that assist in quantitative and technical analysis of investment data.

o Fundamental/Industry Analysis - industry specific fundamental investment research.

o Fixed Income Security Analysis - data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed income securities.

o Other Specialized Tools - other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software.

If AIM determines that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), AIM will allocate the costs of such service or product accordingly in its reasonable discretion. AIM will allocate brokerage commissions to Brokers only for the portion of the service or product that AIM determines assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.

Outside research assistance is useful to AIM since the Brokers used by AIM tend to provide more in-depth analysis of a broader universe of securities and other matters than AIM's staff follows. In addition, such services provide AIM with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by AIM's clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. AIM believes that because Broker research supplements rather than replaces AIM's research, the receipt of such research tends to improve the quality of AIM's investment advice. The advisory fee paid by the Funds is not reduced because AIM receives such services. To the extent the Funds' portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid.

AIM may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. The target levels will be based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Fund's shares for their clients, provided that AIM believes such Brokers provide best execution and such transactions are executed in compliance with AIM's policy against using directed brokerage to compensate Brokers for promoting or selling AIM Fund shares. AIM will not enter into a binding commitment with Brokers to place trades with such Brokers involving brokerage commissions in precise amounts.

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DIRECTED BROKERAGE (RESEARCH SERVICES)

Directed brokerage (research services) paid by each of the Funds during the last fiscal year ended December 31, 2004 are found in Appendix K.

REGULAR BROKERS

Information concerning the Funds' acquisition of securities of their regular Brokers during the last fiscal year ended December 31, 2004 is found in Appendix K.

ALLOCATION OF PORTFOLIO TRANSACTIONS

AIM and its affiliates manage numerous AIM Funds and other accounts. Some of these accounts may have investment objectives similar to the Funds. Occasionally, identical securities will be appropriate for investment by one of the Funds and by another Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. The timing and amount of purchase by each account will also be determined by its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, AIM will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by AIM to be fair and equitable. AIM may combine such transactions, in accordance with applicable laws and regulations, to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Fund's ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell.

ALLOCATION OF EQUITY INITIAL PUBLIC OFFERING ("IPO") TRANSACTIONS

Certain of the AIM Funds or other accounts managed by AIM may become interested in participating in equity IPOs. Purchases of equity IPOs by one AIM Fund or other account may also be considered for purchase by one or more other AIM Funds or accounts. AIM shall combine indications of interest for equity IPOs for all AIM Funds and accounts participating in purchase transactions for that IPO. When the full amount of all IPO orders for such AIM Funds and accounts cannot be filled completely, AIM shall allocate such transactions in accordance with the following procedures:

AIM will determine the eligibility of each AIM Fund and account that seeks to participate in a particular equity IPO by reviewing a number of factors, including market capitalization/liquidity suitability and sector/style suitability of the investment with the AIM Fund's or account's investment objective, policies, strategies and current holdings. AIM will allocate equity securities issued in IPOs to eligible AIM Funds and accounts on a pro rata basis based on order size.

PURCHASE, REDEMPTION AND PRICING OF SHARES

TRANSACTIONS THROUGH FINANCIAL INTERMEDIARIES

If you are investing indirectly in a Fund through a financial intermediary such as a broker-dealer, a bank (including a bank trust department), an insurance company separate account, an investment advisor, an administrator or trustee of a retirement plan or a qualified tuition plan or a sponsor of a fee-based program that maintains a master account (an omnibus account) with the Fund for trading on behalf of its customers, different guidelines, conditions and restrictions may apply than if you held your shares of the Fund directly. These differences may include, but are not limited to: (i) different eligibility standards to purchase and sell shares, different eligibility standards to invest in funds with limited offering status and different eligibility standards to exchange shares by telephone; (ii) different minimum and maximum initial and subsequent purchase amounts; (iii) system inability to provide Letter of Intent privileges; and (iv) different annual amounts (less than 12%) subject to withdrawal under a Systematic Redemption Plan

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without being subject to a contingent deferred sales charge. The financial intermediary through whom you are investing may also choose to adopt different exchange and/or transfer limit guidelines and restrictions, including different trading restrictions designed to discourage excessive or short-term trading. The financial intermediary through whom you are investing may also choose to impose a redemption fee that has different characteristics, which may be more or less restrictive, than the redemption fee currently imposed on certain Funds.

If the financial intermediary is managing your account, you may also be charged a transaction or other fee by such financial intermediary, including service fees for handling redemption transactions. Consult with your financial intermediary (or, in the case of a retirement plan, your plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the above, may be applicable to you.

PURCHASE AND REDEMPTION OF SHARES

Before the initial purchase of shares, an investor must submit a completed account application to his financial intermediary, who should forward the application to AIM Investment Services, Inc. at P.O. Box 4497, Houston, Texas 77210-4497. An investor may change information in his account application by submitting written changes or a new account application to his intermediary or to AIS.

Purchase and redemption orders must be received in good order. To be in good order, the financial intermediary must give AIS all required information and documentation with respect to the investor. If the intermediary fails to deliver the investor's payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft charges incurred.

A financial intermediary may submit a written request to AIS for correction of transactions involving Fund shares. If AIS agrees to correct a transaction, and the correction requires a dividend adjustment, the intermediary must agree in writing to reimburse the Fund for any resulting loss.

An investor may terminate his relationship with an intermediary and become the shareholder of record on his account. However, until the investor establishes a relationship with an intermediary, the investor will not be able to purchase additional shares of the Fund, except through the reinvestment of distributions.

Payment for redeemed shares is normally made by Federal Reserve wire to the bank account designated in the investor's account application, but may be sent by check at the investor's request. By providing written notice to his financial intermediary or to AIS, an investor may change the bank account designated to receive redemption proceeds. AIS may request additional documentation.

AIS may request that an intermediary maintain separate master accounts in 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 Institutional Class shares for accounts within such plans.

AUTHORIZED AGENTS. AIS and AIM Distributors may authorize agents to accept purchase and redemption orders that are in good form on behalf of the AIM Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on the Fund's behalf. The Fund will be deemed to have received the purchase or redemption order when the Fund's authorized agent or its designee accepts the order. The order will be priced at the net asset value next determined after the order is accepted by the Fund's authorized agent or its designee.

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ABANDONED PROPERTY. It is the responsibility of the investor to ensure that AIS maintains a correct address for his account(s). An incorrect address may cause an investor's account statements and other mailings to be returned to AIS. Upon receiving returned mail, AIS will attempt to locate the investor or rightful owner of the account. If unsuccessful, AIS will retain a shareholder locator service with a national information database to conduct periodic searches for the investor. If the search firm is unable to locate the investor, the search firm will determine whether the investor's account has legally been abandoned. AIS is legally obligated to escheat (or transfer) abandoned property to the appropriate state's unclaimed property administrator in accordance with statutory requirements. The investor's last known address of record determines which state has jurisdiction.

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, futures and option contracts generally will be valued 15 minutes after the close of the customary trading session of the NYSE. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and the ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. The Funds determine net asset value per share by dividing the value of a Fund's securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of a Fund's net asset value per share is made in accordance with generally accepted accounting principles. The net asset value for shareholder transactions may be different than the net asset value reported in the Fund's financial statement due to adjustments required by generally accepted accounting principles made to the net assets of the Fund at period end.

Each equity security (excluding convertible bonds) held by a Fund is valued at its last sales price on the exchange where the security is principally traded or, lacking any sales on a particular day, the security is valued at the closing bid price on that day. Each equity security traded in the over-the-counter market (but not including securities reported on the NASDAQ National Market System) is valued on the basis of prices furnished by independent pricing vendors or market makers. Each security reported on the NASDAQ National Market System is valued at the NASDAQ Official Closing Price ("NOCP") or absent a NOCP, at the closing bid price on that day. Debt securities (including convertible bonds) are fair valued using an evaluated quote provided by an independent pricing vendor. Evaluated quotes provided by the pricing vendor may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, yield, quality, coupon rate, maturity, type of issue, individual trading characteristics and other market data.

Securities for which market prices are not provided by any of the above methods are valued based upon quotes furnished by independent sources and are valued at the last bid price in the case of equity securities and in the case of debt obligations, the mean between the last bid and ask prices. Securities for which market quotations are not readily available, including situations where market quotations are unreliable, are valued at fair value as determined in good faith by or under the supervision of the Trust's officers in accordance with procedures approved by the Board. Short-term investments are valued at amortized cost when the security has 60 days or less to maturity.

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Generally, trading in corporate bonds, U.S. Government securities and money market instruments is substantially completed each day at various times prior to the close of the customary trading session of the NYSE. The values of such securities used in computing the net asset value of a Fund's shares are determined at such times. Occasionally, events affecting the values of such securities may occur between the times at which such values are determined and the close of the customary trading session of the NYSE. If AIM believes a development/event has actually caused a closing price to no longer reflect current market value, the closing price may be adjusted to reflect the fair value of the affected security as of the close of the NYSE as determined in good faith using procedures approved by the Board.

Foreign securities are converted into U.S. dollar amounts using exchange rates as of the close of the NYSE. Trading in certain foreign securities is substantially completed each day at various times prior to the close of the NYSE. The values of such securities used in computing the net asset value of each Fund's shares are determined as of the close of the respective markets. Events affecting the values of such foreign securities may occur between the times at which the particular foreign market closes and the close of the customary trading session of the NYSE. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. Issuer specific events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing vendor to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time. Multiple factors may be considered by the pricing vendor in determining adjustments to reflect fair value and may include information relating to sector indices, ADRs, domestic and foreign index futures, and exchange-traded funds.

Fund securities primarily traded in foreign markets may be traded in such markets on days that are not business days of the Fund. Because the net asset value per share of each Fund is determined only on business days of the Fund, the value of the portfolio securities of a Fund that invests in foreign securities may be significantly affected on days when an investor cannot exchange or redeem shares of the Fund.

REDEMPTION IN KIND

Although the Funds generally intend to pay redemption proceeds solely in cash, the Funds reserve the right to determine, in their sole discretion, whether to satisfy redemption requests by making payment in securities or other property (known as a redemption in kind). For instance, a Fund may make a redemption in kind if a cash redemption would disrupt its operations or performance. Securities that will be delivered as payment in redemptions in kind will be valued using the same methodologies that the Fund typically utilizes in valuing such securities. Shareholders receiving such securities are likely to incur transaction and brokerage costs on their subsequent sales of such securities, and the securities may increase or decrease in value until the shareholder sells them. The Trust, on behalf of the Funds, has made an election under Rule 18f-1 under the 1940 Act (a "Rule 18f-1 Election"), and therefore, the Trust, on behalf of a Fund, is obligated to redeem for cash all shares presented to such Fund for redemption by any one shareholder in an amount up to the lesser of $250,000 or 1% of that Fund's net assets in any 90-day period. The Rule 18f-1 Election is irrevocable while Rule 18f-1 under the 1940 Act is in effect unless the SEC by order permits withdrawal of such Rule 18f-1 Election.

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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 28% 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.

An investor is subject to backup withholding if:

1. the investor fails to furnish a correct TIN to the Fund;

2. the IRS notifies the Fund that the investor furnished an incorrect TIN;

3. the investor or the Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investor's tax return (for reportable interest and dividends only);

4. the investor fails to certify to the Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or

5. the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983.

Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds 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 AIS 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 each Fund, except AIM Income Allocation Fund, to declare and pay annually net investment income dividends and capital gain distributions. The AIM Income Allocation Fund

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will declare and pay dividends quarterly and capital gains annually. It is each Fund's intention to distribute substantially all of its net investment income and realized net capital gain. In determining the amount of capital gains, if any, available for distribution, capital gains will generally be offset against available net capital loss, if any, carried forward from previous fiscal periods. All dividends and distributions will be automatically reinvested in additional shares of the same class of each Fund unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in Institutional Class shares of another AIM Fund, subject to the terms and conditions set forth in the Prospectus under the caption "Special Plans - Automatic Dividend Investment". Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date. If a shareholder's account does not have any shares in it on a dividend or capital gain distribution payment date, the dividend or distribution will be paid in cash whether or not the shareholder has elected to have such dividends or distributions reinvested.

TAX MATTERS

The following is only a summary of certain additional tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of each Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY. Each Fund has elected to be taxed under Subchapter M of the Code as a regulated investment company and intends to maintain its qualification as such in each of its taxable years. As a regulated investment company, each Fund is not subject to federal income tax on the portion of its net investment income (i.e., taxable interest, dividends and other taxable ordinary income, net of expenses) and capital gain net income (i.e., the excess of capital gains over capital losses) that it distributes to shareholders, provided that it distributes an amount equal to (i) at least 90% of its investment company taxable income (i.e., net investment income, net foreign currency ordinary gain or loss and the excess of net short-term capital gain over net long-term capital loss) and (ii) at least 90% of the excess of its tax-exempt interest income under Code Section 103(a) over its deductions disallowed under Code Sections 265 and 171(a)(2) for the taxable year (the "Distribution Requirement"), and satisfies certain other requirements of the Code that are described below. Distributions by a Fund made during the taxable year or, under specified circumstances, within twelve months after the close of the taxable year, will be considered distributions of income and gain of the taxable year and can therefore satisfy the Distribution Requirement.

Treasury regulations permit a regulated investment company, in determining its investment company taxable income and net capital gain (i.e., the excess of net long-term capital gain over net short-term capital loss) for any taxable year, to elect (unless it has made a taxable year election for excise tax purposes as discussed below) to treat all or part of any net capital loss, any net long-term capital loss or any net foreign currency loss incurred after October 31 as if it has been incurred in the succeeding year.

Each Fund may use "equalization accounting" in determining the portion of its net investment income and capital gain net income that has been distributed. A Fund that elects to use equalization accounting will allocate a portion of its realized investment income and capital gain to redemptions of Fund shares and will reduce the amount of such income and gain that it distributes in cash. However, each Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. The 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, securities or foreign currencies (to the

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extent such currency gains are directly related to the regulated investment company's principal business of investing in stock or securities), other income (including, but not limited to, gains from options, futures or forward contracts) derived from its business of investing in such stock, securities or currencies and (for Fund taxable years beginning after October 22, 2004) net income derived from certain publicly traded partnerships (the "Income Requirement"). Under certain circumstances, a Fund may be required to sell portfolio holdings to meet this requirement.

In addition to satisfying the requirements described above, each Fund must satisfy an asset diversification test in order to qualify as a regulated investment company (the "Asset Diversification Test"). Under this test, at the close of each quarter of each Fund's taxable year, at least 50% of the value of the Fund's assets must consist of cash and cash items, U.S. Government securities, securities of other regulated investment companies, and securities of other issuers, as to which the Fund has not invested more than 5% of the value of the Fund's total assets in securities of such issuer and as to which the Fund does not hold more than 10% of the outstanding voting securities of such issuer, and no more than 25% of the value of its total assets may be invested in the securities of any one issuer (other than U.S. Government securities and securities of other regulated investment companies), or of two or more issuers which the Fund controls and which are engaged in the same or similar trades or businesses or of certain publicly traded partnerships (for Fund taxable years beginning after October 22, 2004).

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.

Under an IRS revenue procedure, a Fund may treat its position as lender under a repurchase agreement as a U.S. Government security for purposes of the Asset Diversification where the repurchase agreement is fully collateralized (under applicable SEC standards) with securities that constitute U.S. Government securities.

If for any taxable year a Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) 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 and will be included in the qualified dividend income of noncorporate shareholders. See "Fund Distributions" below.

Asset Allocation Funds

An Asset Allocation Fund will invest its assets in shares of the Underlying Funds, cash and money market instruments. Accordingly, an Asset Allocation Fund's income will consist of distributions from the Underlying Funds, net gains realized from the disposition of Underlying Fund shares and

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interest. If an Underlying Fund qualifies for treatment as a RIC under the Code
- each has done so for its past taxable years and intends to continue to do so for its current and future taxable years - (1) dividends paid to an Asset Allocation Fund from the Underlying Fund's investment company taxable income (which may include net gains from certain foreign currency transactions and net short-term capital gains) will be taxable to an Asset Allocation Fund as ordinary income, (2) dividends paid to an Asset Allocation Fund that an Underlying Fund designates as capital gain dividends (as discussed below) will be taxable to an Asset Allocation Fund as long-term capital gain, (3) dividends paid to an Asset Allocation Fund that an Underlying Fund designates as qualifying dividends from domestic corporations (as discussed below) will be treated as dividends eligible for the dividends received deduction and (4) dividends paid to an Asset Allocation Fund that an Underlying Fund designates as qualified dividend income (as discussed below) will be treated by the Asset Allocation Fund as qualifying dividends taxable at a maximum rate of 15% to individuals and other noncorporate taxpayers. If shares of an Underlying Fund are purchased within 30 days before or after redeeming at a loss other shares of that Underlying Fund (whether pursuant to a rebalancing of an Asset Allocation Fund's portfolio or otherwise), all or a part of the loss will not be deductible by an Asset Allocation Fund and instead will increase its basis for the newly purchased shares.

Although an Underlying Fund will be eligible to elect to "pass-through" to its shareholders (including an Asset Allocation Fund) the benefit of the foreign tax credit if more than 50% in the value of its total assets at the close of any taxable year consists of securities of foreign corporations, an Asset Allocation Fund will not qualify to pass that benefit through to its shareholders because of its inability to satisfy the asset test. Accordingly, an Asset Allocation Fund will deduct the amount of any foreign taxes passed through by an Underlying Fund in determining its investment company taxable income.

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. In certain cases, a Fund may make an election to treat such gain or loss as capital.

Certain hedging transactions that may be engaged in by certain of the Funds (such as short sales "against the box") may be subject to special tax treatment as "constructive sales" under Section 1259 of the Code if a Fund holds certain "appreciated financial positions" (defined generally as any interest (including a futures or forward contract, short sale or option) with respect to stock, certain debt instruments, or partnership interests if there would be a gain were such interest sold, assigned, or otherwise terminated at its fair market value). Upon entering into a constructive sales transaction with respect to an appreciated financial position, a Fund will generally be deemed to have constructively sold such appreciated financial position and will recognize gain as if such position were sold, assigned, or otherwise terminated at its fair market value on the date of such constructive sale (and will take into account any gain for the taxable year which includes such date).

Some of the forward foreign currency exchange contracts, options and futures contracts that certain of the Funds may enter into will be subject to special tax treatment as "Section 1256 contracts." Section 1256 contracts that a Fund holds are treated as if they are sold for their fair market value on the last business day of the taxable year, regardless of whether a taxpayer's obligations (or rights) under 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

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the entire taxable year (including gain or loss arising as a consequence of the year-end deemed sale of such contracts) is deemed to be 60% long-term and 40% short-term gain or loss. However, in the case of Section 1256 contracts that are forward foreign currency exchange contracts, the net gain or loss is separately determined and (as discussed above) generally treated as ordinary income or loss. If such a future or option is held as an offsetting position and can be considered a straddle under Section 1092 of the Code, such a straddle will constitute a mixed straddle. A mixed straddle will be subject to both Section 1256 and Section 1092 unless certain elections are made by the Fund.

Other hedging transactions in which the Funds may engage may result in "straddles" or "conversion transactions" for U.S. federal income tax purposes. The straddle and conversion transaction rules may affect the character of gains (or in the case of the straddle rules, losses) realized by the Funds. In addition, losses realized by the Funds on positions that are part of a straddle may be deferred under the straddle rules, rather than being taken into account in calculating the taxable income for the taxable year in which the losses are realized. Because only a few regulations implementing the straddle rules and the conversion transaction rules have been promulgated, the tax consequences to the Funds of hedging transactions are not entirely clear. The hedging transactions may increase the amount of short-term capital gain realized by the Funds (and, if they are conversion transactions, the amount of ordinary income) which is taxed as ordinary income when distributed to shareholders.

Because application of any of the foregoing rules governing Section 1256 contracts, constructive sales, straddle and conversion transactions may affect the character of gains or losses, defer losses and/or accelerate the recognition of gains or losses from the affected investment or straddle positions, the taxable income of a Fund may exceed or be less than its book income. Accordingly, the amount which must be distributed to shareholders and which will be taxed to shareholders as ordinary income, qualified dividend income or long-term capital gain may also differ from the book income of the Fund and may be increased or decreased as compared to a fund that did not engage in such transactions.

THE FUNDS MAY ENTER INTO NOTIONAL PRINCIPAL CONTRACTS, INCLUDING INTEREST RATE SWAPS, CAPS, FLOORS AND COLLARS. UNDER TREASURY REGULATIONS, IN GENERAL, THE NET INCOME OR DEDUCTION FROM A NOTIONAL PRINCIPAL CONTRACT FOR A TAXABLE YEAR IS INCLUDED IN OR DEDUCTED FROM GROSS INCOME FOR THAT TAXABLE YEAR. THE NET INCOME OR DEDUCTION FROM A NOTIONAL PRINCIPAL CONTRACT FOR A TAXABLE YEAR EQUALS THE TOTAL OF ALL OF THE PERIODIC PAYMENTS (GENERALLY, PAYMENTS THAT ARE PAYABLE OR RECEIVABLE AT FIXED PERIODIC INTERVALS OF ONE YEAR OR LESS DURING THE ENTIRE TERM OF THE CONTRACT) THAT ARE RECOGNIZED FROM THAT CONTRACT FOR THE TAXABLE YEAR AND ALL OF THE NON-PERIODIC PAYMENTS (INCLUDING PREMIUMS FOR CAPS, FLOORS, AND COLLARS), EVEN IF PAID IN PERIODIC INSTALLMENTS, THAT ARE RECOGNIZED FROM THAT CONTRACT FOR THE TAXABLE YEAR. A PERIODIC PAYMENT IS RECOGNIZED RATABLY OVER THE PERIOD TO WHICH IT RELATES. IN GENERAL, A NON-PERIODIC PAYMENT MUST BE RECOGNIZED OVER THE TERM OF THE NOTIONAL PRINCIPAL CONTRACT IN A MANNER THAT REFLECTS THE ECONOMIC SUBSTANCE OF THE CONTRACT. A NON-PERIODIC PAYMENT THAT RELATES TO AN INTEREST RATE SWAP, CAP, FLOOR OR COLLAR SHALL BE RECOGNIZED OVER THE TERM OF THE CONTRACT BY ALLOCATING IT IN ACCORDANCE WITH THE VALUES OF A SERIES OF CASH-SETTLED FORWARD OR OPTION CONTRACTS THAT REFLECT THE SPECIFIED INDEX AND NOTIONAL PRINCIPAL AMOUNT UPON WHICH THE NOTIONAL PRINCIPAL CONTRACT IS BASED (OR, IN THE CASE OF A SWAP OR OF A CAP OR FLOOR THAT HEDGES A DEBT INSTRUMENT, UNDER ALTERNATIVE METHODS CONTAINED IN THE REGULATIONS AND, IN THE CASE OF OTHER NOTIONAL PRINCIPAL CONTRACTS, UNDER ALTERNATIVE METHODS THAT THE IRS MAY PROVIDE IN A REVENUE PROCEDURE.

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 excise tax, a regulated investment company shall
(1) reduce its capital gain net income (but not below its net capital gain) by the amount of any net ordinary loss for the calendar year and (2) exclude
Section 988 foreign currency gains and losses incurred after October 31 (or after the end of its taxable year if it has made a taxable year election) in determining the amount of ordinary taxable income for the current calendar year (and, instead, include such gains and losses in determining ordinary taxable income for the succeeding calendar year).

Each Fund generally intends to make sufficient distributions or deemed distributions of its ordinary taxable income and capital gain net income prior to the end of each calendar year to avoid liability for the excise tax. However, in the event that the 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. The Funds are permitted to invest in foreign equity securities and thus may invest in stocks of foreign companies that are classified under the Code as passive foreign investment companies ("PFICs"). In general, a foreign company is classified as a PFIC if at least one-half of its assets constitute investment-type assets or 75% or more of its gross income is investment-type income.

The application of the PFIC rules may affect, among other things, the character of gain, the amount of gain or loss and the timing of the recognition and character of income with respect to PFIC stock, as well as subject the Funds themselves to tax on certain income from PFIC stock. For these reasons the amount that must be distributed to shareholders, and which will be taxed to shareholders as ordinary income or long-term capital gain, may be increased or decreased substantially as compared to a fund that did not invest in PFIC stock.

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 and as qualified dividend income for individuals and other noncorporate taxpayers 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 (currently taxable at a maximum rate of 15% 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.

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.

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Ordinary income dividends paid by a Fund to individuals and other noncorporate taxpayers will be treated as qualified dividend income that is subject to tax at a maximum rate of 15% to the extent of the amount of qualifying dividends received by the Fund from domestic corporations and from foreign corporations that are either incorporated in a possession of the United States, or are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program. In addition, qualifying dividends include dividends paid with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. However, dividends received by the Fund from foreign personal holding companies, foreign investment companies or PFICs are not qualifying dividends. If the qualifying dividend income received by a Fund is equal to 95% (or a greater percentage) of the Fund's gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.

Alternative minimum tax ("AMT") is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayer's alternative minimum taxable income ("AMTI") over an exemption amount. However, the AMT on capital gain dividends and qualified dividend income paid by a Fund to a noncorporate shareholder may not exceed a maximum rate of 15%. The 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 dividends 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 are not made from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's tax basis in his shares; any excess will be treated as gain from the sale of his shares.

Distributions by a Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the ex-dividend date.

Ordinarily, shareholders are required to take distributions by a Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.

If the net asset value of shares is reduced below a shareholder's cost as a result of a distribution by a Fund, such distribution generally will be taxable even though it represents a return of invested capital. Investors should be careful to consider the tax implications of buying shares of a Fund just prior to a distribution. The price of shares purchased at this time may reflect the amount of the forthcoming distribution. Those purchasing just prior to a distribution will receive a distribution which generally will be taxable to them.

SALE OR REDEMPTION OF SHARES. A shareholder will recognize gain or loss on the sale or redemption of shares of a Fund in an amount equal to the difference between the proceeds of the sale or redemption and the shareholder's adjusted tax basis in the shares. All or a portion of any loss so recognized may be deferred under the wash sale rules if the shareholder purchases other shares of the

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Fund within 30 days before or after the sale or redemption. In general, any gain or loss arising from (or treated as arising from) the sale or redemption of shares of a Fund will be considered capital gain or loss and will be long-term capital gain or loss if the shares were held for longer than one year. Currently, any long-term capital gain recognized by a non-corporate shareholder will be subject to tax at a maximum rate of 15%. However, any capital loss arising from the sale or redemption of shares held for six months or less will be treated as a long-term capital loss to the extent of the amount of capital gain dividends received on such shares. Capital losses in any year are deductible only to the extent of capital gains plus, in the case of a non-corporate taxpayer, $3,000 of ordinary income.

If a shareholder (a) incurs a sales load in acquiring shares of a Fund,
(b) disposes of such shares less than 91 days after they are acquired, and (c) subsequently acquires shares of the Fund or another fund at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.

BACKUP WITHHOLDING. The Funds may be required to withhold 28% of taxable distributions and/or redemption payments. For more information refer to "Purchase, Redemption and Pricing of Shares - Backup Withholding".

FOREIGN SHAREHOLDERS. Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership ("foreign shareholder"), depends on whether the income from a Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, distributions (other than distributions of long-term and short-term capital gain and of certain types of interest income) will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the distribution. Such a foreign shareholder would generally be exempt from U.S. federal income tax on gain realized on the redemption of shares of a Fund, capital gain dividends and amounts retained by a Fund that are designated as undistributed net capital gain.

As a consequence of the enactment of the American Jobs Creation Act of 2004, such a foreign shareholder will also generally be exempt from U.S. federal income tax on distributions that a Fund designates as "short-term capital gain dividends" or an "interest-related dividends" for Fund taxable years beginning after December 31, 2004 and before January 1, 2008. The aggregate amount that may be designated as short-term capital gain dividends for a Fund's taxable year is equal to the excess (if any) of the Fund's net short-term capital gain (including short-term capital gain dividends received from another regulated investment company) over its net long-term capital loss. The aggregate amount designated as interest-related dividends for any Fund taxable year is generally limited to the excess of the amount of "qualified interest income" of the Fund over allocable expenses. Qualified interest income is generally equal to the sum of a Fund's U.S.-source income that constitutes (1) bank deposit interest; (2) short-term original issue discount that is exempt from withholding tax; (3) interest on a debt obligation which is in registered form, unless it is earned on a debt obligation issued by a corporation or partnership in which the Fund holds a 10-percent ownership interest or its payment is contingent on certain events; and (4) interest-related dividends received from another regulated investment company. An Asset Allocation Fund may designate distributions out of short-term capital gain dividends and interest-related dividends received from an Underlying Fund as short-term capital gain dividends and interest-related dividends paid to its own shareholders.

If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends, short-term capital gain dividends, interest-related dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations.

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In the case of foreign non-corporate shareholders, a Fund may be required to withhold U.S. federal income tax at a rate of 28% on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Fund with proper notification of their foreign status.

Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from the Foreign Tax Election, but may not be able to claim a credit or deduction with respect to the withholding tax for the foreign tax treated as having been paid by them.

Foreign persons who file a United States tax return to obtain a U.S. tax refund and who are not eligible to obtain a social security number must apply to the IRS for an individual taxpayer identification number, using IRS Form W-7. For a copy of the IRS Form W-7 and accompanying instructions, please contact your tax adviser or the IRS.

Transfers by gift of shares of a Fund by a foreign shareholder who is a nonresident alien individual will not be subject to U.S. federal gift tax. An individual who, at the time of death, is a foreign shareholder will nevertheless be subject to U.S. federal estate tax with respect to shares at the graduated rates applicable to U.S. citizens and residents, unless a treaty exception applies. In the absence of a treaty, there is a $13,000 statutory estate tax credit. Estates of decedents dying after December 31, 2004 and before January 1, 2008 will be able to exempt from federal estate tax the proportion of the value of a Fund's shares attributable to "qualifying assets" held by the Fund at the end of the quarter immediately preceding the decedent's death (or such other time as the Internal Revenue Service may designate in regulations). Qualifying assets include bank deposits and other debt obligations that pay interest or accrue original discount that is exempt from withholding tax, debt obligations of a domestic corporation that are treated as giving rise to foreign source income, and other investments that are not treated for tax purposes as being within the United States. Shareholders will be advised annually of the portion of a Fund's assets that constituted qualifying assets at the end of each quarter of its taxable year.

The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund, including the applicability of foreign tax.

FOREIGN INCOME TAX. Investment income received by each Fund from sources within foreign countries may be subject to foreign income tax withheld at the source. 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 tax 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

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from U.S. sources. In addition, the limitation on the foreign tax credit is applied separately to foreign source "passive" income, such as dividend income, and the portion of foreign source income consisting of qualified dividend income is reduced by approximately 57% to account for the tax rate differential. Individuals who have no more than $300 ($600 for married persons filing jointly) of creditable foreign tax included on Form 1099 and whose foreign source income is all "qualified passive income" may elect each year to be exempt from the foreign tax credit limitation and will be able to claim a foreign tax credit without filing Form 1116 with its corresponding requirement to report income and tax by country. Moreover, no foreign tax credit will be allowable to any shareholder who has not held his shares of the Fund for at least 16 days during the 30-day period beginning 15 days before the day such shares become ex-dividend with respect to any Fund distribution to which foreign income taxes are attributed (taking into account certain holding period reduction requirements of the Code). Because of these limitations, shareholders may be unable to claim a credit for the full amount of their proportionate shares of the foreign income tax paid by a Fund.

EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS. The foregoing general discussion of U.S. federal income tax consequences is based on the Code and the regulations issued thereunder as in effect on August 7, 2005. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein.

Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder's particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisers as to the consequences of these and other state and local tax rules affecting investment in the Funds.

DISTRIBUTION OF SECURITIES

DISTRIBUTOR

The Trust has entered into master distribution agreements, as amended, relating to the Funds (the "Distribution Agreements") with AIM Distributors, a registered broker-dealer and a wholly owned subsidiary of AIM, pursuant to which AIM Distributors acts as the distributor of shares of the Funds. The address of AIM Distributors is P.O. Box 4739, Houston, Texas 77210-4739. Certain trustees and officers of the Trust are affiliated with AIM Distributors. See "Management of the Trust."

The Distribution Agreements provide AIM Distributors with the exclusive right to distribute shares of the Funds on a continuous basis directly and through other broker-dealers with whom AIM Distributors has entered into selected dealer agreements. AIM Distributors has not undertaken to sell any specified number of shares of any classes of the Funds.

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.

A I M Distributors or one or more of its corporate affiliates (collectively, the "ADI Affiliates") may make additional cash payments to financial advisors in connection with the promotion and sale of shares of AIM Funds. ADI Affiliates make these payments from their own resources, from A I M Distributors' retention of underwriting concessions. These additional cash payments are described below. The categories described below are not mutually exclusive. The same financial advisor may receive payments under more than one or all categories. Most financial advisors that sell shares of AIM Funds receive one or more types of these cash payments.

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In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with AIM.

REVENUE SHARING PAYMENTS. ADI Affiliates makes revenue sharing payments as incentives to certain financial advisors to promote and sell shares of AIM Funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing AIM Funds on the financial advisor's funds sales system, placing AIM Funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including AIM Funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensates financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor.

The revenue sharing payments ADI Affiliates make may be calculated on the average daily net assets of the applicable AIM Funds attributable to that particular financial advisor ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.10% per annum of those assets during a defined period. Asset-Based Payments primarily create incentives to retain previously sold shares of AIM Funds in investor accounts.

ADMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS. ADI Affiliates also may make payments to certain financial advisors that sell AIM Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.10% of average annual assets.

OTHER CASH PAYMENTS. From time to time, ADI Affiliates, at their expense, may provide additional compensation to financial advisors which sell or arrange for the sale of shares of the Fund. Such compensation provided by ADI Affiliates may include financial assistance to financial advisors that enable ADI Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial advisor-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the NASD, Inc. ADI Affiliates make payments for entertainment events they deem appropriate, subject to ADI Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship.

ADI Affiliates are motivated to make the payments described above since they promote the sale of AIM Fund shares and the retention of those investments by clients of financial advisors. To the extent financial advisors sell more shares of AIM Funds or retain shares of AIM Funds in their clients' accounts, ADI Affiliates benefit from the incremental management and other fees paid to ADI Affiliates by the AIM Funds with respect to those assets.

In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in this prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the AIM Funds, as well as about fees and/or commissions it charges.

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.

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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 one, five or ten year periods);
                n       =    number of years; and
                ERV     =    ending redeemable value of a hypothetical $1,000
                             payment at the end of the one, five or ten year
                             periods (or fractional portion of such period).

The average annual total returns for each Fund, with respect to its Institutional Class shares, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 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.

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:

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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; and
                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; and
                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 Institutional Class shares, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 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
                                              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
                   D         made 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 Institutional Class shares does not reflect a deduction of any sales charges since that class is sold and redeemed at net asset value.

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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 Institutional Class shares for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 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 made at
                  DR     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 Institutional Class shares does not reflect a deduction of any sales charges since that class is sold and redeemed at net asset value.

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.

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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 Institutional Class shares for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are found in Appendix L.

Performance Information

All advertisements for 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.

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            Consumer Reports          Fortune
Barron's                   Economist                 Hartford Courant
Best's Review              FACS of the Week          Inc.
Bloomberg                  Financial Planning        Institutional Investor
Broker World               Financial Product News    Insurance Forum
Business Week              Financial Services Week   Insurance Week
Changing Times             Financial World           Investor's Business Daily
Christian Science Monitor  Forbes

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Journal of the American    New York Times            U.S. News & World Report
 Society pf CLU & ChFC     Pension World             Wall Street Journal
Kiplinger Letter           Pensions & Investments    Washington Post
Money                      Personal Investor         CNN
Mutual Fund Forecaster     Philadelphia Inquirer     CNBC
Nation's Business          The Bond Buyer            PBS
                           USA Today

Each Fund may also compare its performance to performance data of similar mutual funds as published by the following services:

Bank Rate Monitor                  Morningstar, Inc.
Bloomberg                          Standard & Poor's
FactSet Data Systems               Strategic Insight
Lipper, Inc.                       Thompsons Financial

Each Fund's performance may also be compared in advertising to the performance of comparative benchmarks such as the following:

Lipper Global Fund Index               MSCI World Index
Lipper Large-Cap Value Fund Index      Russell 1000--Registered Trademark-- Value Index
Lipper Multi-Cap Value Fund Index      Russell 2000--Registered Trademark-- Growth Index
Lipper Mid-Cap Core Fund Index         Russell Midcap--Registered Trademark-- Index
Lipper Small-Cap Growth Fund 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 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.

PENDING LITIGATION

Regulatory Action Alleging Market Timing

On April 12, 2005, the Attorney General of the State of West Virginia
("WVAG") filed a civil lawsuit against AIM, INVESCO Funds Group, Inc. ("IFG")
(the former investment advisor to certain AIM Funds) and ADI, as well as numerous unrelated mutual fund complexes and financial institutions. None of the

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AIM Funds has been named as a defendant in this lawsuit. The WVAG complaint, filed in the Circuit Court of Marshall County, West Virginia [Civil Action No. 05-C-81], alleges, in substance, that AIM, IFG and ADI engaged in unfair competition and/or unfair or deceptive trade practices by failing to disclose in the prospectuses for the AIM Funds, including those formerly advised by IFG, that they had entered into certain arrangements permitting market timing of such Funds. As a result of the foregoing, the WVAG alleges violations of W. Va. Code
Section 46A-1-101, et seq. (the West Virginia Consumer Credit and Protection Act). The WVAG complaint is seeking injunctive relief; civil monetary penalties; a writ of quo warranto against the defendants; pre-judgment and post-judgment interest; costs and expenses, including counsel fees; and other relief.

If AIM is unsuccessful in its defense of the WVAG lawsuit, it could be barred from serving as an investment adviser for any investment company registered under the Investment Company Act of 1940, as amended (a "registered investment company"). Such results could affect the ability of AIM or any other investment advisor directly or indirectly owned by AMVESCAP PLC ("AMVESCAP"), from serving as an investment advisor to any registered investment company, including your Fund. Your Fund has been informed by AIM that, if these results occur, AIM will seek exemptive relief from the SEC to permit it to continue to serve as your Fund's investment advisor. There is not assurance that such exemptive relief will be granted.

On May 31, 2005, the defendants removed this lawsuit to the U.S. District Court for the Northern District of West Virginia at Wheeling. On June 13, 2005, the MDL Court (as defined below) issued a Conditional Transfer Order transferring this lawsuit to the MDL Court. On June 29, 2005 the WVAG filed a Notice of Opposition to this Conditional Transfer Order. On July 7, 2005, the Supreme Court of West Virginia ruled in the context of a separate lawsuit that the WVAG does not have authority pursuant to W. Va. Code Section 46A-6-104 of the West Virginia Consumer Credit and Protection Act to bring an action based upon conduct that is ancillary to the purchase or sale of securities. AIM intends to seek dismissal of the WVAG's lawsuit against it, IFG and ADI in light of this ruling.

Private Civil Actions Alleging Market Timing

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, IFG, AIM, AIM Management, AMVESCAP, the parent company of IFG and AIM, certain related entities, certain of their current and former officers and/or certain unrelated third parties) based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal and state securities laws; (ii) violation of various provisions of ERISA; (iii) breach of fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in both Federal and state courts and seek such remedies as compensatory damages; restitution; injunctive relief; disgorgement of management fees; imposition of a constructive trust; removal of certain directors and/or employees; various corrective measures under ERISA; rescission of certain Funds' advisory agreements; interest; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix M-1.

All lawsuits based on allegations of market timing, late trading, and related issues have been transferred to the United States District Court for the District of Maryland (the "MDL Court") for consolidated or coordinated pre-trial proceedings. Pursuant to an Order of the MDL Court, plaintiffs consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties. A list identifying the amended complaints in the MDL Court is included in Appendix M-1. Plaintiffs in two of the underlying lawsuits transferred to the MDL Court continue to seek remand of their action to state court. These lawsuits are identified in Appendix M-1.

Private Civil Actions Alleging Improper Use of Fair Value Pricing

Multiple civil class action lawsuits have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, IFG and/or AIM) alleging that certain AIM Funds inadequately

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employed fair value pricing. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violations of various provisions of the Federal securities laws; (ii) common law breach of duty; and (iii) common law negligence and gross negligence. These lawsuits have been filed in both Federal and state courts and seek such remedies as compensatory and punitive damages; interest; and attorneys' fees and costs. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix M-2.

Private Civil Actions Alleging Excessive Advisory and/or Distribution Fees

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, IFG, AIM, INVESCO Institutional (N.A.), Inc. ("IINA"), ADI and/or INVESCO Distributors, Inc. ("INVESCO Distributors")) alleging that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale. Certain of these lawsuits also allege that the defendants adopted unlawful distribution plans. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; (ii) breach of fiduciary duty; and/or (iii) breach of contract. These lawsuits have been filed in Federal courts and seek such remedies as damages; injunctive relief; rescission of certain Funds' advisory agreements and distribution plans; interest; prospective relief in the form of reduced fees; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix M-3.

Private Civil Actions Alleging Improper Charging of Distribution Fees on Limited Offering Funds or Share Classes

Multiple civil lawsuits, including shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, IFG, AIM, ADI and/or certain of the trustees of the AIM Funds) alleging that the defendants breached their fiduciary duties by charging distribution fees while AIM Funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same AIM Fund were not charged the same distribution fees. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; and (ii) breach of fiduciary duty. These lawsuits have been filed in Federal courts and seek such remedies as damages; injunctive relief; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix M-4.

Private Civil Actions Alleging Improper Mutual Fund Sales Practices and Directed-Brokerage Arrangements

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, AIM Management, IFG, AIM, AIM Investment Services, Inc. ("AIS") and/or certain of the trustees of the AIM Funds) alleging that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively promote the sale of the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; (ii) breach of fiduciary duty; and (iii) aiding and abetting a breach of fiduciary duty. These lawsuits have been filed in Federal courts and seek such remedies as compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived, as of June 20, 2005 is set forth in Appendix M-5.

100

Private Civil Action Alleging Failure to Ensure Participation in Class Action Settlements

A civil lawsuit, purporting to be a class action lawsuit, has been filed against AIM, IINA, A I M Capital Management, Inc. ("AIM Capital") and the trustees of the AIM Funds alleging that the defendants breached their fiduciary duties by failing to ensure that the AIM Funds participated in class action settlements in which they were eligible to participate. This lawsuit alleges as theories of recovery: (i) violation of various provisions of the Federal securities laws; (ii) common law breach of fiduciary duty; and (iii) common law negligence. This lawsuit has been filed in Federal court and seeks such remedies as compensatory and punitive damages; forfeiture of all commissions and fees paid by the class of plaintiffs; and costs and attorneys' fees. Such lawsuit, which was served on AIM and AIM Capital on June 20, 2005, is set forth in Appendix M-6.

101

APPENDIX A

RATINGS OF DEBT SECURITIES

The following is a description of the factors underlying the debt ratings of Moody's, S&P and Fitch:

MOODY'S LONG-TERM DEBT RATINGS

Moody's corporate ratings areas follows:

Aaa: Bonds and preferred stock which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as "gilt-edged." Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

Aa: Bonds and preferred stock which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. These are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long-term risk in Aa rated bonds appear somewhat larger than those securities rated Aaa.

A: Bonds and preferred stock which are rated A possess many favorable investment attributes and are to be considered as upper-medium-grade obligations. Factors giving security to principal and interest are considered adequate, but elements may be present which suggest a susceptibility to impairment sometime in the future.

Baa: Bonds and preferred stock which are rated Baa are considered as medium-grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

Ba: Bonds and preferred stock which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

B: Bonds and preferred stock which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

Caa: Bonds and preferred stock which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

Ca: Bonds and preferred stock which are rated Ca represent obligations which are speculative in a high degree. Such issues are often in default or have other marked shortcomings.

C: Bonds and preferred stock which are rated C are the lowest rated class of bonds, and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

A-1

Note: Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa through Caa. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category.

MOODY'S SHORT-TERM PRIME RATING SYSTEM

Moody's short-term ratings are opinions of the ability of issuers to honor senior financial obligations and contracts. Such obligations generally have an original maturity not exceeding one year, unless explicitly noted.

Moody's employs the following designations, all judged to be investment grade, to indicate the relative repayment ability of rated issuers.

PRIME-1: Issuers (or supporting institutions) rated Prime-1 have a superior ability for repayment of senior short-term obligations. Prime-1 repayment ability will often be evidenced by many of the following characteristics:
leading market positions in well-established industries; high rates of return on funds employed; conservative capitalization structure with moderate reliance on debt and ample asset protection; broad margins in earnings coverage of fixed financial charges and high internal cash generation; and well-established access to a range of financial markets and assured sources of alternate liquidity.

PRIME-2: Issuers (or supporting institutions) rated Prime-2 have a strong ability to repay senior short-term debt obligations. This will normally be evidenced by many of the characteristics cited above but to a lesser degree. Earnings trends and coverage ratios, while sound, may be more subject to variation. Capitalization characteristics, while still appropriate, may be more affected by external conditions. Ample alternate liquidity is maintained.

PRIME-3: Issuers (or supporting institutions) rated Prime-3 have an acceptable ability for repayment of senior short-term debt obligations. The effect of industry characteristics and market compositions may be more pronounced. Variability in earnings and profitability may result in changes in the level of debt protection measurements and may require relatively high financial leverage. Adequate alternate liquidity is maintained.

NOT PRIME: Issuers rated Not Prime do not fall within any of the Prime rating categories.

Note: In addition, in certain countries the prime rating may be modified by the issuer's or guarantor's senior unsecured long-term debt rating.

Moody's municipal ratings are as follows:

MOODY'S U.S. LONG-TERM MUNICIPAL BOND RATING DEFINITIONS

Municipal ratings are opinions of the investment quality of issuers and issues in the US municipal and tax-exempt markets. As such, these ratings incorporate Moody's assessment of the default probability and loss severity of these issuers and issues.

Municipal Ratings are based upon the analysis of four primary factors relating to municipal finance: economy, debt, finances, and administration/management strategies. Each of the factors is evaluated individually and for its effect on the other factors in the context of the municipality's ability to repay its debt.

A-2

Aaa: Issuers or issues rated Aaa demonstrate the strongest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Aa: Issuers or issues rated Aa demonstrate very strong creditworthiness relative to other US municipal or tax-exempt issuers or issues.

A: Issuers or issues rated A present above-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Baa: Issuers or issues rated Baa represent average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Ba: Issuers or issues rated Ba demonstrate below-average creditworthiness relative to other US municipal or tax-exempt issuers or issues.

B: Issuers or issues rated B demonstrate weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Caa: Issuers or issues rated Caa demonstrate very weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Ca: Issuers or issues rated Ca demonstrate extremely weak creditworthiness relative to other US municipal or tax-exempt issuers or issues.

C: Issuers or issues rated C demonstrate the weakest creditworthiness relative to other US municipal or tax-exempt issuers or issues.

Note: Also, Moody's applies numerical modifiers 1, 2, and 3 in each generic rating classification from Aa to Caa. The modifier 1 indicates that the issue ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates that the issue ranks in the lower end of its generic category.

MOODY'S MIG/VMIG US SHORT-TERM RATINGS

In municipal debt issuance, there are three rating categories for short-term obligations that are considered investment grade. These ratings are designated as Moody's Investment Grade (MIG) and are divided into three levels - MIG 1 through MIG 3.

In addition, those short-term obligations that are of speculative quality are designated SG, or speculative grade.

In the case of variable rate demand obligations (VRDOs), a two-component rating is assigned. The first element represents Moody's evaluation of the degree of risk associated with scheduled principal and interest payments. The second element represents Moody's evaluation of the degree of risk associated with the demand feature, using the MIG rating scale.

The short-term rating assigned to the demand feature of VRDOs is designated as VMIG. When either the long- or short-term aspect of a VRDO is not rated, that piece is designated NR, e.g., Aaa/NR or NR/VMIG 1.

MIG ratings expire at note maturity. By contrast, VMIG rating expirations will be a function of each issue's specific structural or credit features.

Gradations of investment quality are indicated by rating symbols, with each symbol representing a group in which the quality characteristics are broadly the same.

A-3

MIG 1/VMIG 1: This designation denotes superior credit quality. Excellent protection is afforded by established cash flows, highly reliable liquidity support or demonstrated broad-based access to the market for refinancing.

MIG 2/VMIG 2: This designation denotes strong credit quality. Margins of protection are ample although not as large as in the preceding group.

MIG 3/VMIG 3: This designation denotes acceptable credit quality. Liquidity and cash flow protection may be narrow and market access for refinancing is likely to be less well established.

SG: This designation denotes speculative-grade credit quality. Debt instruments in this category may lack sufficient margins of protection.

STANDARD & POOR'S LONG-TERM CORPORATE AND MUNICIPAL RATINGS

Issue credit ratings are based in varying degrees, on the following considerations: likelihood of payment - capacity and willingness of the obligor to meet its financial commitment on an obligation in accordance with the terms of the obligation; nature of and provisions of the obligation; and protection afforded by, and relative position of, the obligation in the event of bankruptcy, reorganization, or other arrangement under the laws of bankruptcy and other laws affecting creditors' rights.

The issue ratings definitions are expressed in terms of default risk. As such, they pertain to senior obligations of an entity. Junior obligations are typically rated lower than senior obligations, to reflect the lower priority in bankruptcy, as noted above.

S&P describes its ratings for corporate and municipal bonds as follows:

AAA: Debt rated AAA has the highest rating assigned by S&P. Capacity to pay interest and repay principal is extremely strong.

AA: Debt rated AA has a very strong capacity to pay interest and repay principal and differs from the highest rated issues only in a small degree.

A: Debt rated A has a strong capacity to meet its financial commitments although it is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than debt in higher rated categories.

BBB: Debt rated BBB exhibits adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to meet its financial commitment on the obligation.

BB-B-CCC-CC-C: Debt rated BB, B, CCC, CC and C is regarded as having significant speculative characteristics with respect to capacity to pay interest and repay principal. BB indicates the least degree of speculation and C the highest. While such debt will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major exposures to adverse conditions.

NR: Not Rated.

A-4

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 COMMERCIAL PAPER RATINGS

An S&P commercial paper rating is a current assessment of the likelihood of timely payment of debt having an original maturity of no more than 365 days.

These categories are as follows:

A-1: This highest category indicates that the degree of safety regarding timely payment is strong. Those issues determined to possess extremely strong safety characteristics are denoted with a plus sign (+) designation.

A-2: Capacity for timely payment on issues with this designation is satisfactory. However, the relative degree of safety is not as high as for issues designated A-1.

A-3: Issues carrying this designation have adequate capacity for timely payment. They are, however, more vulnerable to the adverse effects of changes in circumstances than obligations carrying the higher designations.

B: Issues rated 'B' are regarded as having only speculative capacity for timely payment.

C: This rating is assigned to short-term debt obligations with a doubtful capacity for payment.

D: Debt rated 'D' is in payment default. The 'D' rating category is used when interest payments or principal payments are not made on the date due, even if the applicable grace period has not expired, unless Standard & Poor's believes such payments will be made during such grace period.

S&P SHORT-TERM MUNICIPAL RATINGS

An S&P note rating reflect the liquidity factors and market-access risks unique to notes. Notes due in three years or less will likely receive a note rating. Notes maturing beyond three years will most likely receive a long-term debt rating. The following criteria will be used in making that assessment: amortization schedule (the larger the final maturity relative to other maturities, the more likely it will be treated as a note); and source of payment (the more dependant the issue is on the market for its refinancing, the more likely it will be treated as a note).

Note rating symbols are as follows:

SP-1: Strong capacity to pay principal and interest. An issue determined to possess a very strong capacity to pay debt service is given a plus (+) designation.

SP-2: Satisfactory capacity to pay principal and interest, with some vulnerability to adverse financial and economic changes over the term of the notes.

A-5

SP-3: Speculative capacity to pay principal and interest.

FITCH LONG-TERM CREDIT RATINGS

Fitch Ratings provides an opinion on the ability of an entity or of a securities issue to meet financial commitments, such as interest, preferred dividends, or repayment of principal, on a timely basis. These credit ratings apply to a variety of entities and issues, including but not limited to sovereigns, governments, structured financings, and corporations; debt, preferred/preference stock, bank loans, and counterparties; as well as the financial strength of insurance companies and financial guarantors.

Credit ratings are used by investors as indications of the likelihood of getting their money back in accordance with the terms on which they invested. Thus, the use of credit ratings defines their function: "investment grade" ratings (international Long-term 'AAA' - 'BBB' categories; Short-term 'F1' - 'F3') indicate a relatively low probability of default, while those in the "speculative" or "non-investment grade" categories (international Long-term 'BB'
- 'D'; Short-term 'B' - 'D') either signal a higher probability of default or that a default has already occurred. Ratings imply no specific prediction of default probability. However, for example, it is relevant to note that over the long term, defaults on 'AAA' rated U.S. corporate bonds have averaged less than 0.10% per annum, while the equivalent rate for 'BBB' rated bonds was 0.35%, and for 'B' rated bonds, 3.0%.

Fitch ratings do not reflect any credit enhancement that may be provided by insurance policies or financial guaranties unless otherwise indicated.

Entities or issues carrying the same rating are of similar but not necessarily identical credit quality since the rating categories do not fully reflect small differences in the degrees of credit risk.

Fitch credit and research are not recommendations to buy, sell or hold any security. Ratings do not comment on the adequacy of market price, the suitability of any security for a particular investor, or the tax-exempt nature of taxability of payments of any security.

The ratings are based on information obtained from issuers, other obligors, underwriters, their experts, and other sources Fitch Ratings believes to be reliable. Fitch Ratings does not audit or verify the truth or accuracy of such information. Ratings may be changed or withdrawn as a result of changes in, or the unavailability of, information or for other reasons.

Our program ratings relate only to standard issues made under the program concerned; it should not be assumed that these ratings apply to every issue made under the program. In particular, in the case of non-standard issues,
i.e., those that are linked to the credit of a third party or linked to the performance of an index, ratings of these issues may deviate from the applicable program rating.

Credit ratings do not directly address any risk other than credit risk. In particular, these ratings do not deal with the risk of loss due to changes in market interest rates and other market considerations.

AAA: Bonds considered to be investment grade and of the highest credit quality. The obligor has an exceptionally strong capacity for timely payment of financial commitments, which is unlikely to be affected by foreseeable events.

AA: Bonds considered to be investment grade and of very high credit quality. The obligor has a very strong capacity for timely payment of financial commitments which is not significantly vulnerable to foreseeable events.

A: Bonds considered to be investment grade and of high credit quality. The obligor's ability to pay interest and repay principal is considered to be strong, but may be more vulnerable to adverse changes in economic conditions and circumstances than bonds with higher ratings.

A-6

BBB: Bonds considered to be investment grade and of good credit quality. The obligor's ability to pay interest and repay principal is considered to be adequate. Adverse changes in economic conditions and circumstances are more likely to impair this capacity.

PLUS (+) MINUS (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in the "AAA" category.

NR: Indicates that Fitch does not rate the specific issue.

WITHDRAWN: A rating will be withdrawn when an issue matures or is called or refinanced and at Fitch's discretion, when Fitch Ratings deems the amount of information available to be inadequate for ratings purposes.

RATINGWATCH: Ratings are placed on RatingWatch to notify investors that there is a reasonable possibility of a rating change and the likely direction of such change. These are designated as "Positive," indicating a potential upgrade, "Negative," for potential downgrade, or "Evolving," if ratings may be raised, lowered or maintained. RatingWatch is typically resolved over a relatively short period.

FITCH SPECULATIVE GRADE BOND RATINGS

BB: Bonds are considered speculative. There is a possibility of credit risk developing, particularly as the result of adverse economic changes over time. However, business and financial alternatives may be available to allow financial commitments to be met.

B: Bonds are considered highly speculative. Significant credit risk is present but a limited margin of safety remains. While bonds in this class are currently meeting financial commitments, the capacity for continued payment is contingent upon a sustained, favorable business and economic environment.

CCC: Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments.

CC: Default of some kind appears probable.

C: Bonds are in imminent default in payment of interest or principal.

DDD, DD, AND D: Bonds are in default on interest and/or principal payments. Such bonds are extremely speculative and are valued on the basis of their prospects for achieving partial or full recovery value in liquidation or reorganization of the obligor. "DDD" represents the highest potential for recovery on these bonds, and "D" represents the lowest potential for recovery.

PLUS (+) MINUS (-): Plus and minus signs are used with a rating symbol to indicate the relative position of a credit within the rating category. Plus and minus signs, however, are not used in categories below CCC.

FITCH SHORT-TERM CREDIT RATINGS

The following ratings scale applies to foreign currency and local currency ratings. A Short-term rating has a time horizon of less than 12 months for most obligations, or up to three years for U.S. public finance securities, and thus places greater emphasis on the liquidity necessary to meet financial commitments in a timely manner.

F-1+: Exceptionally Strong Credit Quality. Issues assigned this rating are regarded as having the strongest degree of assurance for timely payment.

A-7

F-1: Very Strong Credit Quality. Issues assigned this rating reflect an assurance of timely payment only slightly less in degree than issues rated "F-1+."

F-2: Good Credit Quality. Issues assigned this rating have a satisfactory degree of assurance for timely payment, but the margin of safety is not as great as in the case of the higher ratings.

F-3: Fair Credit Quality. Issues assigned this rating have characteristics suggesting that the degree of assurance for timely payment is adequate, however, near-term adverse changes could result in a reduction to non-investment grade.

B: Speculative. Minimal capacity for timely payment of financial commitments, plus vulnerability to near-term adverse changes in financial and economic conditions.

C: High default risk. Default is a real possibility. Capacity for meeting financial commitments is solely reliant upon a sustained, favorable business and economic environment.

D: Default. Issues assigned this rating are in actual or imminent payment default.

A-8

APPENDIX B

EXAMPLES OF PERSONS TO WHOM AIM PROVIDES
NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
(AS OF JULY 27, 2005)

                 SERVICE PROVIDER                                      DISCLOSURE CATEGORY
-------------------------------------------------------------------------------------------------------------
Ballard Spahr Andrews & Ingersoll, LLP               Legal Counsel
-------------------------------------------------------------------------------------------------------------
Foley & Lardner LLP                                  Legal Counsel (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Kramer, Levin Naftalis & Frankel LLP                 Legal Counsel
-------------------------------------------------------------------------------------------------------------
Ernst & Young LLP                                    Independent Registered Public Accounting Firm (for
                                                     certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
PricewaterhouseCoopers LLP                           Independent Registered Public Accounting Firm (for
                                                     certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Brown Brothers Harriman & Co.                        Securities Lender (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Fitch, Inc.                                          Rating & Ranking Agency (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
iMoneyNet                                            Ranking Agency (for certain AIM funds)
-------------------------------------------------------------------------------------------------------------
Lipper Inc.                                          Rating & Ranking Agency (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Moody's Investors Service                            Rating & Ranking Agency (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Institutional Shareholder Services, Inc.             Proxy Voting Service
-------------------------------------------------------------------------------------------------------------
State Street Bank and Trust Company                  Custodian (for certain AIM Funds), Software Provider,
                                                     Securities Lender (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
The Bank of New York                                 Custodian (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
AIM Investment Services, Inc.                        Transfer Agent
-------------------------------------------------------------------------------------------------------------
Bloomberg                                            System Provider (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Reuters America Inc.                                 Pricing Service (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
The MacGregor Group, Inc.                            Software Provider
-------------------------------------------------------------------------------------------------------------
Thomson Financial, Inc.                              Software Provider
-------------------------------------------------------------------------------------------------------------
Xcitek Solutions Plus                                Software Provider
-------------------------------------------------------------------------------------------------------------
Bowne & Co., Inc.                                    Financial Printer
-------------------------------------------------------------------------------------------------------------
CENVEO                                               Financial Printer
-------------------------------------------------------------------------------------------------------------
Classic Printers Inc.                                Financial Printer
-------------------------------------------------------------------------------------------------------------
Color Dynamics                                       Financial Printer
-------------------------------------------------------------------------------------------------------------
Earth Color Houston                                  Financial Printer
-------------------------------------------------------------------------------------------------------------
EMCO Press                                           Financial Printer
-------------------------------------------------------------------------------------------------------------
Grover Printing                                      Financial Printer
-------------------------------------------------------------------------------------------------------------
Gulfstream Graphics Corp.                            Financial Printer
-------------------------------------------------------------------------------------------------------------
Signature                                            Financial Printer
-------------------------------------------------------------------------------------------------------------
Southwest Precision Printers, Inc.                   Financial Printer
-------------------------------------------------------------------------------------------------------------
First Albany Capital                                 Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
George K. Baum & Company                             Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Goldman, Sachs & Co.                                 Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Legg Mason Wood Walker, Inc.                         Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Morgan Keegan & Company, Inc.                        Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Piper Jaffray & Co.                                  Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------

B-1

                 SERVICE PROVIDER                                      DISCLOSURE CATEGORY
-------------------------------------------------------------------------------------------------------------
RBC Dain Rauscher Incorporated                       Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Salomon Smith Barney                                 Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Seattle Northwest Securities                         Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
UBS Financial Services, Inc.                         Broker (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Anglemyer & Co.                                      Analyst (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Empirical Research Partners                          Analyst (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Factset Research Systems, Inc.                       Analyst (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Global Trend Alert                                   Analyst (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
J.P. Morgan Chase                                    Analyst (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Kevin Dann & Partners                                Analyst (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Muzea Insider Consulting Services, LLC               Analyst (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Noah Financial, LLC                                  Analyst (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------
Piper Jaffray                                        Analyst (for certain AIM Funds)
-------------------------------------------------------------------------------------------------------------

B-2

APPENDIX C

TRUSTEES AND OFFICERS

As of July 31, 2005

The address of each trustee and officer is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 109 portfolios in the AIM Funds complex. The trustees serve for the life of the Trust, subject to their earlier death, incapacitation, resignation, retirement or removal as more specifically provided in the Trust's organizational documents. Column two below includes length of time served with predecessor entities, if any.

                                      TRUSTEE                                                              OTHER
     NAME, YEAR OF BIRTH AND          AND/OR                                                            TRUSTEESHIP(s)
    POSITION(s) HELD WITH THE         OFFICER                                                              HELD BY
             TRUST                     SINCE         PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS           TRUSTEE
-----------------------------------------------------------------------------------------------------------------------
INTERESTED PERSONS
-----------------------------------------------------------------------------------------------------------------------
Robert H. Graham(1) --1946             1998      Director and Chairman, A I M Management Group Inc.     None
Trustee, Vice Chair and President                (financial services holding company); Director and
                                                 Vice Chairman, AMVESCAP PLC and Chairman of AMVESCAP
                                                 PLC - AIM Division (parent of AIM and a global
                                                 investment management firm)

                                                 Formerly: President and Chief Executive Officer,
                                                 A I M Management Group Inc.; Director, Chairman and
                                                 President, A I M Advisors, Inc. (registered
                                                 investment advisor); Director and Chairman, A I M
                                                 Capital Management, Inc. (registered investment
                                                 advisor), A I M Distributors, Inc. (registered broker
                                                 dealer), AIM Investment Services, Inc., (registered
                                                 transfer agent), and Fund Management Company
                                                 (registered broker dealer); and Chief Executive
                                                 Officer, AMVESCAP PLC - Managed Products
-----------------------------------------------------------------------------------------------------------------------

Mark H. Williamson(2) -- 1951          2003      Director, President and Chief Executive Officer,       None
Trustee and Executive Vice                       A I M Management Group Inc. (financial services
President                                        holding company); Director, Chairman and President,
                                                 A I M Advisors, Inc. (registered investment
                                                 advisor); Director, A I M Capital Management, Inc.
                                                 (registered investment advisor) and A I M
                                                 Distributors, Inc. (registered broker dealer),
                                                 Director and Chairman, AIM Investment Services,
                                                 Inc., (registered transfer agent), Fund Management
                                                 Company (registered broker dealer) and INVESCO
                                                 Distributors, Inc. (registered broker dealer); and
                                                 Chief Executive Officer, AMVESCAP PLC - AIM
                                                 Division (parent of AIM and a global investment
                                                 management firm)

                                                 Formerly: Director, Chairman, President and Chief
                                                 Executive Officer, INVESCO Funds Group, Inc.;
                                                 President and Chief Executive Officer, INVESCO
                                                 Distributors, Inc.; Chief Executive Officer,
                                                 AMVESCAP PLC - Managed Products
-----------------------------------------------------------------------------------------------------------------------
INDEPENDENT TRUSTEES
-----------------------------------------------------------------------------------------------------------------------


(1) Mr. Graham is considered an interested person of the Trust because he is a director of AMVESCAP PLC, parent of the advisor to the Trust. Prior to October 4, 2004, Mr. Graham served as Chairman of the Board.

(2) Mr. Williamson is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of, the Trust.

C-1

                                      TRUSTEE                                                              OTHER
     NAME, YEAR OF BIRTH AND          AND/OR                                                            TRUSTEESHIP(s)
    POSITION(s) HELD WITH THE         OFFICER                                                              HELD BY
             TRUST                     SINCE         PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS           TRUSTEE
-----------------------------------------------------------------------------------------------------------------------
INTERESTED PERSONS
-----------------------------------------------------------------------------------------------------------------------
Bruce L. Crockett(3) -- 1944        2001         Chairman, Crockett Technology Associates               ACE Limited
Trustee and Chair                                (technology consulting company)                        (insurance
                                                                                                        company);
                                                                                                        Captaris, Inc.
                                                                                                        (unified
                                                                                                        messaging
                                                                                                        provider)
-----------------------------------------------------------------------------------------------------------------------

Bob R. Baker -- 1936                   2003      Retired                                               None
Trustee

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

Frank S. Bayley -- 1939                1985      Retired                                               Badgley Funds,
Trustee                                          Formerly: Partner, law firm of Baker & McKenzie       Inc.
                                                                                                       (registered
                                                                                                       investment
                                                                                                       company (2
                                                                                                       portfolios))
-----------------------------------------------------------------------------------------------------------------------

James T. Bunch -- 1942                 2003      Co-President and Founder, Green, Manning & Bunch      None
Trustee                                          Ltd., (investment banking firm); and Director,
                                                 Policy Studies, Inc. and Van Gilder Insurance
                                                 Corporation

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

Albert R. Dowden -- 1941               2001      Director of a number of public and private business   None
Trustee                                          corporations, including the Boss Group, Ltd.
                                                 (private investment and management); Cortland
                                                 Trust, Inc. (Chairman) (registered investment
                                                 company); Annuity and Life Re (Holdings), Ltd.
                                                 (insurance company); and CompuDyne Corporation
                                                 (provider of products and services to the public
                                                 security market)

                                                 Formerly: Director, President and Chief Executive
                                                 Officer, Volvo Group North America, Inc.; Senior
                                                 Vice President, AB Volvo; and director of various
                                                 affiliated Volvo companies
-----------------------------------------------------------------------------------------------------------------------

Edward K. Dunn, Jr. -- 1935            2001      Retired                                               None
Trustee

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


(3) Ms. Brinkley was elected Senior Vice President and Chief Compliance Officer of the Trust effective September 20, 2004.

(4) Mr. Burk was elected Senior Vice President of the Trust effective February 15, 2005.

C-2

                                      TRUSTEE                                                              OTHER
     NAME, YEAR OF BIRTH AND          AND/OR                                                            TRUSTEESHIP(s)
    POSITION(s) HELD WITH THE         OFFICER                                                              HELD BY
             TRUST                     SINCE         PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS           TRUSTEE
-----------------------------------------------------------------------------------------------------------------------
INTERESTED PERSONS
-----------------------------------------------------------------------------------------------------------------------
Jack M. Fields -- 1952                 2001      Chief Executive Officer, Twenty First Century         Administaff;
Trustee                                          Group, Inc. (government affairs company); and         and Discovery
                                                 Owner, Dos Angelos Ranch, L.P.                        Global
                                                                                                       Education Fund
                                                 Formerly: Chief Executive Officer, Texana Timber      (non-profit)
                                                 LP (sustainable forestry company)
-----------------------------------------------------------------------------------------------------------------------

Carl Frischling -- 1937                2001      Partner, law firm of Kramer Levin Naftalis and        Cortland
Trustee                                          Frankel LLP                                           Trust, Inc.
                                                                                                       (registered
                                                                                                       investment
                                                                                                       company (3
                                                                                                       portfolios))
-----------------------------------------------------------------------------------------------------------------------

Gerald J. Lewis -- 1933                2003      Chairman, Lawsuit Resolution Services (San Diego,     General
Trustee                                          California)                                           Chemical
                                                                                                       Group, Inc.,

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

Prema Mathai-Davis -- 1950             2001      Formerly: Chief Executive Officer, YWCA of the USA    None
Trustee
-----------------------------------------------------------------------------------------------------------------------

Lewis F. Pennock -- 1942               2001      Partner, law firm of Pennock & Cooper                 None
Trustee

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

Ruth H. Quigley -- 1935                1977      Retired                                               None
Trustee
-----------------------------------------------------------------------------------------------------------------------
                                                                                                       None
Larry Soll -- 1942                     2003      Retired
Trustee
-----------------------------------------------------------------------------------------------------------------------

C-3

                                      TRUSTEE                                                              OTHER
     NAME, YEAR OF BIRTH AND          AND/OR                                                            TRUSTEESHIP(s)
    POSITION(s) HELD WITH THE         OFFICER                                                              HELD BY
             TRUST                     SINCE         PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS           TRUSTEE
-----------------------------------------------------------------------------------------------------------------------
INTERESTED PERSONS
-----------------------------------------------------------------------------------------------------------------------
OTHER OFFICERS
-----------------------------------------------------------------------------------------------------------------------

Lisa O. Brinkley(4) - 1959             2004      Senior Vice President, A I M Management Group Inc.     N/A
Senior Vice President and Chief                  (financial services holding company); Senior Vice
Compliance Officer                               President and Chief Compliance Officer, A I M
                                                 Advisors, Inc.; Vice President and Chief Compliance
                                                 Officer, A I M Capital Management, Inc.; and Vice
                                                 President, A I M Distributors, Inc., AIM Investment
                                                 Services, Inc. and Fund Management Company

                                                 Formerly:  Senior Vice President and Compliance
                                                 Director, Delaware Investments Family of Funds; and
                                                 Chief Compliance Officer, A I M Distributors, Inc.
-----------------------------------------------------------------------------------------------------------------------

Russell C. Burk - 1958(5)              2005      Formerly:  Director of Compliance and Assistant        N/A
Senior Vice President                            General Counsel, ICON Advisers, Inc.; Financial
                                                 Consultant, Merrill Lynch; General Counsel and
                                                 Director of Compliance, ALPS Mutual Funds, Inc.
-----------------------------------------------------------------------------------------------------------------------

Kevin M. Carome -- 1956                2003      Director, Senior Vice President, Secretary and         N/A
Senior Vice President, Secretary                 General Counsel, A I M Management Group Inc.
and Chief Legal Officer                          (financial services holding company) and A I M
                                                 Advisors, Inc.; Director and Vice President,
                                                 INVESCO Distributors, Inc.; Vice President, A I M
                                                 Capital Management, Inc., and AIM Investment
                                                 Services, Inc.; Director, Vice President and
                                                 General Counsel, Fund Management Company; and
                                                 Senior Vice President, A I M Distributors, Inc.

                                                 Formerly:  Senior Vice President and General
                                                 Counsel, Liberty Financial Companies, Inc.; and
                                                 Senior Vice President and General Counsel, Liberty
                                                 Funds Group, LLC; and Vice President, A I M
                                                 Distributors, Inc.
-----------------------------------------------------------------------------------------------------------------------

Stuart W. Coco -- 1955                 2002      Managing Director and Director of Money Market         N/A
Vice President                                   Research and Special Projects, A I M Capital
                                                 Management, Inc.; and Vice President, A I M
                                                 Advisors, Inc.
-----------------------------------------------------------------------------------------------------------------------


5 Mr. Ferguson was elected Vice President of the Trust effective February 24, 2005.

C-4

                                      TRUSTEE                                                              OTHER
     NAME, YEAR OF BIRTH AND          AND/OR                                                            TRUSTEESHIP(s)
    POSITION(s) HELD WITH THE         OFFICER                                                              HELD BY
             TRUST                     SINCE         PRINCIPAL OCCUPATION(s) DURING PAST 5 YEARS           TRUSTEE
-----------------------------------------------------------------------------------------------------------------------
INTERESTED PERSONS
-----------------------------------------------------------------------------------------------------------------------

Sidney M. Dilgren - 1961               2004      Vice President and Fund Treasurer, A I M Advisors,     N/A
Vice President and Treasurer                     Inc.

                                                 Formerly:  Vice President, A I M Distributors,
                                                 Inc.; and Senior Vice President, AIM Investment
                                                 Services, Inc.
-----------------------------------------------------------------------------------------------------------------------

J. Philip Ferguson(6) - 1945           2005      Senior Vice President and Chief Investment Officer,    N/A
Vice President                                   A I M Advisors, Inc.; Director, Chairman, Chief
                                                 Executive Officer, President and Chief Investment
                                                 Officer, A I M Capital Management, Inc.; Executive
                                                 Vice President, A I M Management Group Inc.;

                                                 Formerly:  Senior Vice President, AIM Private Asset
                                                 Management, Inc.; Chief Equity Officer, and Senior
                                                 Investment Officer, A I M Capital Management, Inc.;
                                                 and Managing Partner, Beutel, Goodman Capital
                                                 Management
-----------------------------------------------------------------------------------------------------------------------

Karen Dunn Kelley - 1960               1992      Director of Cash Management, Managing Director and     N/A
Vice President                                   Chief Cash Management Officer, A I M Capital
                                                 Management, Inc.; Director and President, Fund
                                                 Management Company; and Vice President, A I M
                                                 Advisors, Inc.
-----------------------------------------------------------------------------------------------------------------------


(6) Mr. Ferguson was elected Vice President of the Trust effective February 24, 2005.

C-5

                             TRUSTEE OWNERSHIP OF FUND SHARES AS OF DECEMBER 31, 2004
--------------------------------------------------------------------------------------------------------------------
                                                                                     AGGREGATE DOLLAR RANGE OF
                                                                                     EQUITY SECURITIES IN ALL
                                                                                       REGISTERED INVESTMENT
                                    DOLLAR RANGE OF EQUITY SECURITIES              COMPANIES OVERSEEN BY TRUSTEE
      NAME OF TRUSTEE                           PER FUND                               IN THE AIM FAMILY OF
                                                                                   Funds--Registered Trademark--
--------------------------------------------------------------------------------------------------------------------
                            Basic Value                       Over $100,000
Robert H. Graham            Mid Cap Core Equity               Over $100,000               Over $100,000
                            Small Cap Growth                  Over $100,000
--------------------------------------------------------------------------------------------------------------------
                                                 - $0 -
Bob R. Baker                                                                              Over $100,000
--------------------------------------------------------------------------------------------------------------------
                                                 - $0 -
Frank S. Bayley                                                                           Over $100,000
--------------------------------------------------------------------------------------------------------------------
                                                 - $0 -
James T. Bunch                                                                            Over $100,000
--------------------------------------------------------------------------------------------------------------------
                                                 - $0 -
Bruce L. Crockett                                                                     $50,001 - $100,000(7)
--------------------------------------------------------------------------------------------------------------------
                            Basic Value                   $10,001 - $50,000
Albert R. Dowden            Mid Cap Core Equity          $50,001 - $100,000               Over $100,000
--------------------------------------------------------------------------------------------------------------------

Edward K. Dunn, Jr.         Basic Value                   $10,001 - $50,000               Over $100,000(7)
--------------------------------------------------------------------------------------------------------------------
                                                 - $0 -
Jack M. Fields                                                                            Over $100,000(7)
--------------------------------------------------------------------------------------------------------------------
                            Aggressive Allocation         $10,001 - $50,000
Carl Frischling             Conservative Allocation       $10,001 - $50,000               Over $100,000(7)
                            Global Equity                     Over $100,000
                            Mid Cap Core Equity               Over $100,000
                            Moderate Allocation           $10,001 - $50,000
--------------------------------------------------------------------------------------------------------------------
                                                 - $0 -
Gerald J. Lewis                                                                           Over $100,000
--------------------------------------------------------------------------------------------------------------------
                                                 - $0 -
Prema Mathai-Davis                                                                        $1 - $10,000(7)
--------------------------------------------------------------------------------------------------------------------
                            Basic Value                        $1 - $10,000
Lewis F. Pennock            Global Equity                      $1 - $10,000               Over $100,000
                            Mid Cap Core Equity                $1 - $10,000
--------------------------------------------------------------------------------------------------------------------

Ruth H. Quigley             Global Equity                      $1 - $10,000             $10,001 - $50,000
--------------------------------------------------------------------------------------------------------------------
                                                 - $0 -
Larry Soll                                                                                Over $100,000(7)
--------------------------------------------------------------------------------------------------------------------

Mark H. Williamson          Global Equity                     Over $100,000               Over $100,000
--------------------------------------------------------------------------------------------------------------------


(7) Includes the total amount of compensation deferred by the trustee at his or her election pursuant to a deferred compensation plan. Such deferred compensation is placed in a deferral account and deemed to be invested in one or more of the AIM Funds.

C-6

APPENDIX D

TRUSTEE COMPENSATION TABLE

Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2004:

                                                                                 ESTIMATED
                                                              RETIREMENT           ANNUAL
                                            AGGREGATE          BENEFITS         BENEFITS UPON          TOTAL
                                           COMPENSATION         ACCRUED          RETIREMENT         COMPENSATION
                                             FROM THE         BY ALL AIM        FROM ALL AIM        FROM ALL AIM
                 TRUSTEE                   TRUST(1)(2)         FUNDS (3)          FUNDS(4)          FUNDS(5)(6)
-----------------------------------     ----------------    -------------    ----------------    ------------------
   Bob R. Baker                         $         14,855    $     198,871    $        144,786    $          189,750

   Frank S. Bayley                                14,983          175,241             112,500               193,500

   James T. Bunch                                 14,539          143,455             112,500               186,000

   Bruce L. Crockett                              17,512           75,638             112,500               223,500

   Albert R. Dowden                               14,902           93,210             112,500               192,500

   Edward K. Dunn, Jr.                            14,983          133,390             112,500               193,500

   Jack M. Fields                                 14,351           48,070             112,500               186,000

   Carl Frischling(7)                             14,290           62,040             112,500               185,000

   Gerald J. Lewis                                14,539          143,455             112,500               186,000

   Prema Mathai-Davis                             14,667           55,768             112,500               189,750

   Lewis F. Pennock                               14,350           80,777             112,500               186,000

   Ruth H. Quigley                                14,667          154,767             112,500               189,750

   Louis S. Sklar(8)                              14,351          115,160             101,250               186,000

   Larry Soll                                     14,539          184,356             130,823               186,000

(1) Amounts shown are based on the fiscal year ended December 31, 2004. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended December 31, 2004, including earnings, was $47,527.

(2) At the request of the trustees, AMVESCAP has agreed to reimburse the Trust for Fund expenses related to market timing matters. "Aggregate Compensation From the Trust" above does not include $2,978 of trustee compensation which, pursuant to such agreement, was reimbursed by AMVESCAP during the fiscal year ended December 31, 2004.

(3) During the fiscal year ended December 31, 2004, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $195,224.

(4) These amounts represent the estimated annual benefits payable by the AIM Funds upon the trustee's retirement. and These estimated benefits assume each trustee serves until his or her normal retirement date and has ten years of service.

(5) All trustees currently serve as trustees of 18 registered investment companies advised by AIM.

(6) At the request of the trustees, AMVESCAP has agreed to reimburse the Trust for Fund expenses related to market timing matters. "Total Compensation From All AIM Funds" above does not include $44,000 of trustee compensation which, pursuant to such agreement, was reimbursed by AMVESCAP during the calendar year ended December 31, 2004.

(7) During the fiscal year ended December 31, 2004, the Trust paid $41,855 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.

(8) Mr. Sklar retired effective December 31, 2004.

D-1

APPENDIX E

PROXY POLICIES AND PROCEDURES

(as amended September 16, 2004)

A. PROXY POLICIES

Each of A I M Advisors, Inc., A I M Capital Management, Inc., AIM Private Asset Management, Inc. and AIM Alternative Asset Management Company (each an "AIM Advisor" and collectively "AIM") has the fiduciary obligation to, at all times, make the economic best interest of advisory clients the sole consideration when voting proxies of companies held in client accounts. As a general rule, each AIM Advisor shall vote against any actions that would reduce the rights or options of shareholders, reduce shareholder influence over the board of directors and management, reduce the alignment of interests between management and shareholders, or reduce the value of shareholders' investments. At the same time, AIM believes in supporting the management of companies in which it invests, and will accord proper weight to the positions of a company's board of directors, and the AIM portfolio managers who chose to invest in the companies. Therefore, on most issues, our votes have been cast in accordance with the recommendations of the company's board of directors, and we do not currently expect that trend to change. Although AIM's proxy voting policies are stated below, AIM's proxy committee considers all relevant facts and circumstances, and retains the right to vote proxies as deemed appropriate.

I. BOARDS OF DIRECTORS

A board that has at least a majority of independent directors is integral to good corporate governance. Key board committees, including audit, compensation and nominating committees, should be completely independent.

There are some actions by directors that should result in votes being withheld. These instances include directors who:

o Are not independent directors and (a) sit on the board's audit, compensation or nominating committee, or (b) sit on a board where the majority of the board is not independent;

o Attend less than 75 percent of the board and committee meetings without a valid excuse;

o Implement or renew a dead-hand or modified dead-hand poison pill;

o Sit on the boards of an excessive number of companies;

o Enacted egregious corporate governance or other policies or failed to replace management as appropriate;

o Have failed to act on takeover offers where the majority of the shareholders have tendered their shares; or

o Ignore a shareholder proposal that is approved by a majority of the shares outstanding.

Votes in a contested election of directors must be evaluated on a case-by-case basis, considering the following factors:

o Long-term financial performance of the target company relative to its industry;

o Management's track record;

o Portfolio manager's assessment;

o Qualifications of director nominees (both slates);

o Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and

E-1

o Background to the proxy contest.

II. INDEPENDENT AUDITORS

A company should limit its relationship with its auditors to the audit engagement, and certain closely related activities that do not, in the aggregate, raise an appearance of impaired independence. We will support the reappointment of the company's auditors unless:

o It is not clear that the auditors will be able to fulfill their function;

o There is reason to believe the independent auditors have rendered an opinion that is neither accurate nor indicative of the company's financial position; or

o The auditors have a significant professional or personal relationship with the issuer that compromises the auditors' independence.

III. COMPENSATION PROGRAMS

Appropriately designed equity-based compensation plans, approved by shareholders, can be an effective way to align the interests of long-term shareholders and the interests of management, employees and directors. Plans should not substantially dilute shareholders' ownership interests in the company, provide participants with excessive awards or have objectionable structural features. We will consider all incentives, awards and compensation, and compare them to a company-specific adjusted allowable dilution cap and a weighted average estimate of shareholder wealth transfer and voting power dilution.

o We will generally vote against equity-based plans where the total dilution (including all equity-based plans) is excessive.

o We will support the use of employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value.

o We will vote against plans that have any of the following structural features: ability to re-price underwater options without shareholder approval, ability to issue options with an exercise price below the stock's current market price, ability to issue reload options, or automatic share replenishment ("evergreen") feature.

o We will vote for proposals to reprice options if there is a value-for-value (rather than a share-for-share) exchange.

o We will generally support the board's discretion to determine and grant appropriate cash compensation and severance packages.

IV. CORPORATE MATTERS

We will review management proposals relating to changes to capital structure, reincorporation, restructuring and mergers and acquisitions on a case by case basis, considering the impact of the changes on corporate governance and shareholder rights, anticipated financial and operating benefits, portfolio manager views, level of dilution, and a company's industry and performance in terms of shareholder returns.

o We will vote for merger and acquisition proposals that the proxy committee and relevant portfolio managers believe, based on their review of the materials, will result in financial and operating benefits, have a fair offer price, have favorable prospects for the combined companies, and will not have a negative impact on corporate governance or shareholder rights.

E-2

o We will vote against proposals to increase the number of authorized shares of any class of stock that has superior voting rights to another class of stock.

o We will vote for proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in excessive dilution given a company's industry and performance in terms of shareholder returns.

o We will vote for proposals to institute open-market share repurchase plans in which all shareholders participate on an equal basis.

V. SHAREHOLDER PROPOSALS

Shareholder proposals can be extremely complex, and the impact on share value can rarely be anticipated with any high degree of confidence. The proxy committee reviews shareholder proposals on a case-by-case basis, giving careful consideration to such factors as:
the proposal's impact on the company's short-term and long-term share value, its effect on the company's reputation, the economic effect of the proposal, industry and regional norms applicable to the company, the company's overall corporate governance provisions, and the reasonableness of the request.

o We will generally abstain from shareholder social and environmental proposals.

o We will generally support the board's discretion regarding shareholder proposals that involve ordinary business practices.

o We will generally vote for shareholder proposals that are designed to protect shareholder rights if the company's corporate governance standards indicate that such additional protections are warranted.

o We will generally vote for proposals to lower barriers to shareholder action.

o We will generally vote for proposals to subject shareholder rights plans to a shareholder vote. In evaluating these plans, we give favorable consideration to the presence of "TIDE" provisions (short-term sunset provisions, qualified bid/permitted offer provisions, and/or mandatory review by a committee of independent directors at least every three years).

VI. OTHER

o We will vote against any proposal where the proxy materials lack sufficient information upon which to base an informed decision.

o We will vote against any proposals to authorize the proxy to conduct any other business that is not described in the proxy statement.

o We will vote any matters not specifically covered by these proxy policies and procedures in the economic best interest of advisory clients.

AIM's proxy policies, and the procedures noted below, may be amended from time to time.

B. PROXY COMMITTEE PROCEDURES

The proxy committee currently consists of representatives from the Legal and Compliance Department, the Investments Department and the Finance Department.

The committee members review detailed reports analyzing the proxy issues and have access to proxy statements and annual reports. Committee members may also speak to management of a company regarding proxy issues and should share relevant considerations with the proxy committee. The committee then discusses the issues and determines the vote. The committee shall give

E-3

appropriate and significant weight to portfolio managers' views regarding a proposal's impact on shareholders. A proxy committee meeting requires a quorum of three committee members, voting in person or by e-mail.

AIM's proxy committee shall consider its fiduciary responsibility to all clients when addressing proxy issues and vote accordingly. The proxy committee may enlist the services of reputable outside professionals and/or proxy evaluation services, such as Institutional Shareholder Services or any of its subsidiaries ("ISS"), to assist with the analysis of voting issues and/or to carry out the actual voting process. To the extent the services of ISS or another provider are used, the proxy committee shall periodically review the policies of that provider. The proxy committee shall prepare a report for the Funds' Board of Trustees on a periodic basis regarding issues where AIM's votes do not follow the recommendation of ISS or another provider because AIM's proxy policies differ from those of such provider.

In addition to the foregoing, the following shall be strictly adhered to unless contrary action receives the prior approval of the Funds' Board of Trustees:

1. Other than by voting proxies and participating in Creditors' committees, AIM shall not engage in conduct that involves an attempt to change or influence the control of a company.

2. AIM will not publicly announce its voting intentions and the reasons therefore.

3. AIM shall not participate in a proxy solicitation or otherwise seek proxy-voting authority from any other public company shareholder.

4. All communications regarding proxy issues between the proxy committee and companies or their agents, or with fellow shareholders shall be for the sole purpose of expressing and discussing AIM's concerns for its advisory clients' interests and not for an attempt to influence or control management.

C. BUSINESS/DISASTER RECOVERY

If the proxy committee is unable to meet due to a temporary business interruption, such as a power outage, a sub-committee of the proxy committee may vote proxies in accordance with the policies stated herein. If the sub-committee of the proxy committee is not able to vote proxies, the sub-committee shall authorize ISS to vote proxies by default in accordance with ISS' proxy policies and procedures, which may vary slightly from AIM's.

D. RESTRICTIONS AFFECTING VOTING

If a country's laws allow a company in that country to block the sale of the company's shares by a shareholder in advance of a shareholder meeting, AIM will not vote in shareholder meetings held in that country, unless the company represents that it will not block the sale of its shares in connection with the meeting. Administrative or other procedures, such as securities lending, may also cause AIM to refrain from voting. Although AIM considers proxy voting to be an important shareholder right, the proxy committee will not impede a portfolio manager's ability to trade in a stock in order to vote at a shareholder meeting.

E. CONFLICTS OF INTEREST

The proxy committee reviews each proxy to assess the extent to which there may be a material conflict between AIM's interests and those of advisory clients. A potential conflict of interest situation may include where AIM or an affiliate manages assets for, administers an employee benefit plan for, provides other financial products or services to, or otherwise has a material business relationship with, a company whose management is soliciting proxies, and failure to vote proxies in favor of management of the company may harm AIM's relationship with the company. In order to avoid even

E-4

the appearance of impropriety, the proxy committee will not take AIM's relationship with the company into account, and will vote the company's proxies in the best interest of the advisory clients, in accordance with these proxy policies and procedures.

In the event that AIM's proxy policies and voting record do not guide the proxy committee's vote in a situation where a conflict of interest exists, the proxy committee will vote the proxy in the best interest of the advisory clients, and will provide information regarding the issue to the Funds' Board of Trustees in the next quarterly report.

To the extent that a committee member has any conflict of interest with respect to a company or an issue presented, that committee member should inform the proxy committee of such conflict and abstain from voting on that company or issue.

F. FUND OF FUNDS

When an AIM Fund that invests in another AIM Fund(s) has the right to vote on the proxy of the underlying AIM Fund, AIM will seek guidance from the Board of Trustees of the investing AIM Fund on how to vote such proxy.

E-5

APPENDIX F

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

To the best knowledge of the Trust, the names and addresses of the record and beneficial holders of 5% or more of the outstanding shares of each class of the Trust's equity securities and the percentage of the outstanding shares held by such holders are set forth below. Unless otherwise indicated below, the Trust has no knowledge as to whether all or any portion of the shares owned of record are also owned beneficially.

A shareholder who owns beneficially 25% or more of the outstanding securities of a Fund is presumed to "control" that Fund as defined in the 1940 Act. Such control may affect the voting rights of other shareholders.

All information listed below is as of October ___, 2005.

AIM BASIC VALUE FUND

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF            OWNED OF         OWNED OF        OWNED OF          OWNED OF          OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD             RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------

Citigroup Global Markets
House Account
Attn:  Cindy Tempesta
333 West 34th St.,                     --               --               %                --                --
7th Floor
New York, NY  10001-2402


FIIOC Agent
Employee Benefit Plans
100 Magellan Way                       --               --              --                --                 %
KW1C
Covington, KY  41015-1987

                                       --               --              --                --                 %
First Command Bank Trust
Attn:  Trust Department
P.O. Box 901075
Fort Worth, TX  76101-2075


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

F-1

                                     CLASS A          CLASS B         CLASS C           CLASS R         INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------        -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF            OWNED OF         OWNED OF        OWNED OF          OWNED OF          OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD             RECORD
---------------------------        ----------       ----------       ----------       ----------        -------------


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


Morgan Stanley DW
ATTN:  Mutual Fund Operations          --                %              --                --                --
3 Harborside PL FL 6
Jersey City, NJ  07311-3907


State Street Bank Custodian
FBO Hatfield Profit Sharing
Fund                                   --               --              --                --                 %
ATTN:  Douglas Martin
1776 Heritage Dr
North Quincy, MA  02171-2119


Symetra Investment Services
Inc.                                   --               --              --                 %                --
PO Box 34443
Seattle, WA  98124-1443

AIM CONSERVATIVE ALLOCATION FUND

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF            OWNED OF         OWNED OF        OWNED OF          OWNED OF          OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD             RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------
Abdite Industries Inc
Oliver J. Laszlo
18370 Outer Dr                         --               --              --                 %                --
Dearborn, MI  48128-1353

F-2

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF            OWNED OF         OWNED OF        OWNED OF          OWNED OF          OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD             RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------
A I M Advisors, Inc.(1)
ATTN:  Corporate Controller
11 E. Greenway Plz Ste 1919            --               --              --                --                 %
Houston, TX  77046-1103


ANTC Cust IRA R/O
FBO Mary M. Rose                       --               --              --                 %                --
3810 Cardenal Ave
Ruskin, FL  33573-6735


ANTSCAP Natl Trustco TTEE
FBO Frost Natl Bank FBO Super
S Foods Employees PS PL & Trust        --               --              --                 %                --
PO Box 105779
Atlanta, GA  30348-5779


MCB Trust Services Cust FBO
See All Industries Inc 401K PS         --               --              --                 %                --
700 17th St Ste 300
Denver, CO  80202-3531


Michael P. Orourke and
Kimberly A. Schenk
Trst Sharon A. Orourke Living          --               --               %                --                --
Trust Dtd 8/25/95
3435 Golden Ave Apt 903
Cincinnati, OH  45226-2026


Oppenheimer & Co Inc Cust FBO
Charles N Kostelnik IRA R/O            --               --              --                 %                --
8274 Mills St
Taylor, MI  48180-2015


(1) Owned of record and beneficially.

F-3

AIM GLOBAL EQUITY FUND

                                     CLASS A          CLASS B         CLASS C        INSTITUTIONAL
                                     SHARES           SHARES           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
---------------------------        ----------       ----------       ----------      -------------

AMVESCAP Natl Trustco TTEE
FBO XL America Inc Retplan
PO Box 105799                          --               --              --                 %
Atlanta, GA  30348-5799


Citigroup Global Market
House Account
Attn:  Cindy Tempesta                   %                %               %                --
333 West 34th St.,
7th Floor
New York, NY  10001-2402


Charles Schwab & Co Inc
Reinvestment Account                    %               --              --                --
101 Montgomery St
San Francisco, CA  94104-4122


First Command Bank Trust
ATTN:  Trust Department                --               --              --                 %
PO Box 901075
Fort Worth, TX  76101-2075


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


Morgan Stanley DW
ATTN:  Mutual Fund Operations          --               --               %                --
3 Harborside PI FL 6
Jersey City, NJ  07311-3907

F-4

AIM GROWTH ALLOCATION FUND

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF            OWNED OF         OWNED OF        OWNED OF          OWNED OF          OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD            RECORD            RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------

A I M Advisors, Inc.(1)
ATTN:  Corporate Controller
11 E. Greenway Plz Ste 1919            --               --              --                --                 %
Houston, TX  77046-1103

AMVESCAP Natl Trustco TTEE FBO
Seaspecialities Inc 401K
Savings Pl                             --               --              --                 %                --
PO Box 105779
Atlanta, GA  30348-5779


ANTCSCAP Natl Trustco TTEE FBO
Frost Natl Bank FBO Super S
Foods Employees PS PL & Trust          --               --              --                 %                --
PO Box 105779
Atlanta, GA  30348-5779


Merrill Lynch Pierce Fenner &
Smith
FBO The Sole Benefit of
Customers                              --               --               %                --                --
ATTN:  Fund Administration
4800 Deer Lake Dr East
2nd Floor
Jacksonville, FL  32246-6484


(1) Owned of record and beneficially.

F-5

AIM MID CAP CORE EQUITY FUND

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF            OWNED OF         OWNED OF        OWNED OF         OWNED OF           OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD             RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------

Citigroup Global Market
House Account
Attn:  Cindy Tempesta
333 West 34th St.,                     --               --               %                --                --
7th Floor
New York, NY  10001-2402


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

John Hancock Life Insurance Co
USA
250 Bloor St East 7th Floor             %               --              --                --                --
Toronto On M4W 1E5
Canada


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


Morgan Stanley DW
ATTN:  Mutual Fund Operations          --                %              --                --                --
3 Harborside PL FL 6
Jersey City, NJ  07311-3907


NAP & Co Trust Co Nominee
7650 Magna Dr                          --               --              --                --                 %
Belleville, IL  62223-3363

F-6

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF            OWNED OF         OWNED OF        OWNED OF         OWNED OF           OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD             RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------

The Northern Trust Co.
FBO Northern Trust Tip-DV              --               --              --                --                 %
P.O. Box 92956
Chicago, IL  60675


State Street Bank Custodian
FBO Hatfield Profit Sharing
Fund                                   --               --              --                --                 %
ATTN:  Douglas Martin
1776 Heritage Dr
North Quincy, MA  02171-2119


Wells Fargo Bank NA
FBO 401K - Mid Cap Core
P.O. Box 1533                          --               --              --                --                 %
Minneapolis, MN  55480-1533


Wilmington Trust Co TTEE FBO
Westwood One, Inc. Savings &
PSP                                    --               --              --                 %                --
c/o Mutual Funds
P. O. Box 8971
Wilmington DE  19899-8971

F-7

AIM MODERATE ALLOCATION FUND

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE        PERCENTAGE
      NAME AND ADDRESS OF           OWNED OF         OWNED OF         OWNED OF         OWNED OF          OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD            RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------


A I M Advisors, Inc.(1)
ATTN:  Corporate Controller
11 E. Greenway Plz Ste 1919            --               --              --                --                 %
Houston, TX  77046-1103


AMVESCAP National TR Co TTEE
FBO The McDevitt Co Employees
401K Plan                              --               --              --                 %                --
PO Box 105779
Atlanta, GA  30348-5779


ANTSCAP Natl Trustco TTEE FBO
Frost Natl Bank FBO Super S
Foods Employees PS PL & Trust          --               --              --                 %                --
PO Box 105779
Atlanta, GA  30348-5779


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


MCB Trust Services Cust FBO
Joseph E Burks MD PA 401K PS PL        --               --              --                 %                --
700 17th St STE 300
Denver, CO  80202-3531


(1) Owned of record and beneficially.

F-8

AIM MODERATE GROWTH ALLOCATION FUND

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE        PERCENTAGE
      NAME AND ADDRESS OF           OWNED OF         OWNED OF         OWNED OF         OWNED OF          OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD            RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------

                                       --               --              --                --                 %


                                       --               --              --                 %                --

AIM MODERATELY CONSERVATIVE ALLOCATION FUND

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE        PERCENTAGE
      NAME AND ADDRESS OF           OWNED OF         OWNED OF         OWNED OF         OWNED OF          OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD            RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------

                                       --               --              --                --                 %



                                       --               --              --                 %                --

AIM SMALL CAP GROWTH FUND

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF           OWNED OF         OWNED OF         OWNED OF         OWNED OF           OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD             RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------

AIM Aggressive Asset
Allocation Fund OMNIBUS Account
C/O A I M Advisors, Inc.               --               --              --                --                 %
11 E. Greenway Plz Ste 100
Houston, TX  77046-1113


American United Life Group
Retirement Annuity
PO Box 398                             --               --              --                 %                --
Indianapolis, IN  46206-0398

F-9

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF           OWNED OF         OWNED OF         OWNED OF         OWNED OF           OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD             RECORD
---------------------------        ----------       ----------       ----------       ----------       -------------
Fidelity Investments
Institutional Operations
Co. (F110C) as Agent for
Certain Employee Benefit Plans         --               --              --                --                 %
100 Magellan Way
Mail Location - KW1C
Covington, KY  41015-1999


HUBCO
Regions Financial Corp                 --               --              --                --                 %
PO Box 830688
Birmingham, AL  35283-0688


John Hancock Life Insurance
Company
(U.S.A)                                 %               --              --                --                --
250 Bloor St East
7th Floor
Toronto, ON M4W 1E5
Canada


Mercer Trust Company FBO Marsh
and McLennan Companies Stock
Investment Plan
ATTN:  DC Plan Admin MS N-2-E          --               --              --                --                 %
1 Investors Way
Norwood, MA  02062-1599


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

F-10

                                     CLASS A          CLASS B         CLASS C           CLASS R        INSTITUTIONAL
                                     SHARES           SHARES           SHARES           SHARES          CLASS SHARES
                                   ----------       ----------       ----------       ----------       -------------

                                   PERCENTAGE       PERCENTAGE       PERCENTAGE       PERCENTAGE         PERCENTAGE
      NAME AND ADDRESS OF           OWNED OF         OWNED OF         OWNED OF         OWNED OF           OWNED OF
       PRINCIPAL HOLDER              RECORD           RECORD           RECORD           RECORD             RECORD
---------------------------        ----------       ----------       ----------       ----------       ------------
Relistar Insurance Co of New
York                                   --               --              --                 %                --
151 Farmington Aven # TN41
Hartford, CT  06156-0001

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

AIM INCOME ALLOCATION FUND AND AIM INTERNATIONAL ALLOCATION FUND

AIM provided the initial capitalization of each Fund and, accordingly, as of the date of this Statement of Additional Information, owned more than 25% of the issued and outstanding shares of each Fund and therefore could be deemed to "control" each Fund as that term is defined in the 1940 Act. It is anticipated that after the commencement of the public offering of each Fund's shares, AIM will cease to control each Fund for the purposes of the 1940 Act.

MANAGEMENT OWNERSHIP

As of October ___, 2005, the trustees and officers as a group owned less than 1% of the shares outstanding of each class of any Fund.

F-11

APPENDIX G

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                        2004                                  2003                                 2002
------------------  ------------------------------------  ------------------------------------  ------------------------------------
                                                 NET                                   NET                                   NET
                    MANAGEMENT   MANAGEMENT   MANAGEMENT   MANAGEMENT  MANAGEMENT   MANAGEMENT  MANAGEMENT   MANAGEMENT   MANAGEMENT
                    FEE PAYABLE  FEE WAIVERS   FEE PAID   FEE PAYABLE  FEE WAIVERS   FEE PAID   FEE PAYABLE  FEE WAIVERS   FEE PAID
                    -----------  ----------- -----------  -----------  ----------- -----------  -----------  ----------- -----------
AIM Basic Value
Fund                $45,729,287  $  531,221  $45,198,066  $34,395,027  $   84,222  $34,310,805  $31,679,859  $   39,803  $31,640,056

AIM Conservative
Allocation Fund(1)          N/A         N/A          N/A          N/A         N/A          N/A          N/A         N/A          N/A

AIM Global Equity
Fund                $ 2,103,152  $    2,638  $ 2,100,514  $ 1,398,793  $   72,356  $ 1,326,437  $ 1,448,177  $   79,200  $ 1,368,977

AIM Growth
Allocation Fund(1)          N/A         N/A          N/A          N/A         N/A          N/A          N/A         N/A          N/A

AIM Income
Allocation Fund(2)          N/A         N/A          N/A          N/A         N/A          N/A          N/A         N/A          N/A

AIM International
Allocation Fund(2)          N/A         N/A          N/A          N/A         N/A          N/A          N/A         N/A          N/A

AIM Mid Cap Core
Equity Fund         $22,980,408  $  108,680  $22,871,728  $15,648,450  $   78,152  $15,570,298  $ 9,735,227  $   42,589  $ 9,692,638

AIM Moderate
Allocation Fund(1)          N/A         N/A          N/A          N/A         N/A          N/A          N/A         N/A          N/A

AIM Moderate
Growth Allocation
Fund(3)                     N/A         N/A          N/A          N/A         N/A          N/A          N/A         N/A          N/A

AIM Moderately
Conservative
Allocation Fund(3)          N/A         N/A          N/A          N/A         N/A          N/A          N/A         N/A          N/A

AIM Small Cap
Growth Fund         $13,134,333  $   26,987  $13,107,346  $ 9,914,438  $   29,940  $ 9,884,498  $ 7,192,423  $   23,725  $ 7,168,698


(1) Commenced operations on April 30, 2004.

(2) Commenced operations on October 28, 2005.

(3) Commended operations on April 29, 2005.

G-1

APPENDIX H

PORTFOLIO MANAGERS

As of December 31, 2004

INVESTMENTS IN EACH FUND

NAME OF PORTFOLIO MANAGER                                     DOLLAR RANGE OF INVESTMENTS IN EACH FUND(1)

                                            AIM BASIC VALUE FUND
Bret W. Stanley                                                            Over $1,000,000
R. Canon Coleman II                                                     $500,001 - $1,000,000
Matthew W. Seinsheimer                                                   $100,001 - $500,000
Michael J. Simon                                                        $500,001 - $1,000,000

                                      AIM CONSERVATIVE ALLOCATION FUND

Gary K. Wendler                                                                  None

                                           AIM GLOBAL EQUITY FUND

Derek S. Izuel                                                            $10,001 - $50,000
Eric Thaller                                                                 $1 - $10,000

                                         AIM GROWTH ALLOCATION FUND

Gary K. Wendler                                                                  None

                                        AIM INCOME ALLOCATION FUND(5)

Gary K. Wendler                                                                  None

                                     AIM INTERNATIONAL ALLOCATION FUND(2)

Gary K. Wendler                                                                  None

                                        AIM MID CAP CORE EQUITY FUND

Ronald S. Sloan                                                         $500,001 - $1,000,000

                                        AIM MODERATE ALLOCATION FUND

Gary K. Wendler                                                                  None

                                     AIM MODERATE GROWTH ALLOCATION FUND(2)

Gary K. Wendler                                                                  None

                                AIM MODERATELY CONSERVATIVE ALLOCATION FUND(2)

Gary K. Wendler                                                                  None

                                          AIM SMALL CAP GROWTH FUND

Juliet S. Ellis                                                           $10,001 - $50,000
Juan R. Hartsfield                                                        $10,001 - $50,000


(1) This column reflects investments in a Fund's shares owned directly by a portfolio manager or beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended). A portfolio manager is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the same household.

(2) Commenced operations on October 28, 2005.

H-1

DESCRIPTION OF COMPENSATION STRUCTURE

AIM ADVISORS, INC.

AIM seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. AIM evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager's compensation consists of the following five elements:

>> BASE SALARY. Each portfolio manager is paid a base salary. In setting the base salary, AIM's intention is to be competitive in light of the particular portfolio manager's experience and responsibilities.

>> ANNUAL BONUS. Each portfolio manager is eligible to receive an annual cash bonus which has quantitative and non-quantitative components. Generally, 70% of the bonus is quantitatively determined, based typically on a four-year rolling average of pre-tax performance of all registered investment company accounts for which a portfolio manager has day-to-day management responsibilities versus the performance of a pre-determined peer group. In instances where a portfolio manager has responsibility for management of more than one fund, an asset weighted four-year rolling average is used.

High fund performance (against applicable peer group) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor fund performance (versus applicable peer group) could result in no bonus. The amount of fund assets under management typically have an impact on the bonus potential (for example, managing more assets increases the bonus potential); however, this factor typically carries less weight than relative performance. The remaining 30% portion of the bonus is discretionary as determined by AIM and takes into account other subjective factors.

>> EQUITY-BASED COMPENSATION. Portfolio managers may be awarded options to purchase common shares and/or granted restricted shares of AMVESCAP stock from pools determined from time to time by the Remuneration Committee of the AMVESCAP Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.

>> PARTICIPATION IN GROUP INSURANCE PROGRAMS. Portfolio managers are provided life insurance coverage in the form of a group variable universal life insurance policy, under which they may make additional contributions to purchase additional insurance coverage or for investment purposes.

>> PARTICIPATION IN DEFERRED COMPENSATION PLAN. Portfolio managers are eligible to participate in a non-qualified deferred compensation plan, which affords participating employees the tax benefits of deferring the receipt of a portion of their cash compensation.

Portfolio managers also participate in benefit plans and programs available generally to all employees.

H-2

DESCRIPTION OF COMPENSATION STRUCTURE (GARY WENDLER)

AIM seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Mr. Wendler receives a base salary, an incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Mr. Wendler's compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. AIM evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Mr. Wendler's compensation consists of the following five elements:

>> BASE SALARY. Mr. Wendler is paid a base salary. In setting the base salary, AIM's intention is to be competitive in light of Mr. Wendler's experience and responsibilities.

>> ANNUAL BONUS. Mr. Wendler is eligible to receive an annual cash bonus.
Generally, a portion of the bonus is determined based on the appropriateness of the funds chosen for the portfolio. With a goal of maximizing the efficiency of the portfolio based on the risk/reward profile of the intended shareholder of the fund. However, the total performance of these funds carries less weight in terms of the bonus than Mr. Wendler's other responsibilities not associated with the portfolio.

Fund performance (against applicable peer group) would be a driver of compensation, poor fund performance (versus applicable peer group) could result in a smaller bonus. The amount of fund assets under management typically has an impact on the bonus potential (for example, managing more assets increases the bonus potential); however, this factor typically carries less weight than relative performance.

>> EQUITY-BASED COMPENSATION. Mr. Wendler may be awarded options to purchase common shares and/or granted restricted shares of AMVESCAP stock from pools determined from time to time by the Remuneration Committee of the AMVESCAP Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.

>> PARTICIPATION IN GROUP INSURANCE PROGRAMS. Mr. Wendler is provided life insurance coverage in the form of a group variable universal life insurance policy, under which he may make additional contributions to purchase additional insurance coverage or for investment purposes.

>> PARTICIPATION IN DEFERRED COMPENSATION PLAN. Mr. Wendler is eligible to participate in a non-qualified deferred compensation plan, which affords participating employees the tax benefits of deferring the receipt of a portion of their cash compensation.

Mr. Wendler also participates in benefit plans and programs available generally to all employees.

H-3

OTHER MANAGED ACCOUNTS

As of December 31, 2004

AIM's portfolio managers develop investment models which are used in connection with the management of certain AIM funds as well as other mutual funds for which AIM or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The following chart reflects information regarding accounts other than the Fund for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) mutual funds, (ii) other pooled investment vehicles, and (iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance ("performance-based fees"), information on those accounts is specifically broken out.

                                           NUMBER OF ACCOUNTS MANAGED BY EACH PORTFOLIO MANAGER AND
NAME OF PORTFOLIO MANAGER                               TOTAL ASSETS BY CATEGORY
                                                            AIM BASIC VALUE FUND

R. Canon Coleman II                 8 Registered Mutual Funds with $3,792,755,077 in total assets under
                                    management

                                    1 Unregistered Pooled Investment Vehicle with $8,108,039 in total assets
                                    under management

                                    3596 Other Accounts with $1,078,482,755 in total assets under management(3)

Matthew W. Seinsheimer              8 Registered Mutual Funds with $3,792,755,077 in total assets under
                                    management

                                    1 Unregistered Pooled Investment Vehicle with $8,108,039 in total assets
                                    under management

                                    3596 Other Accounts with $1,078,482,755 in total assets under management(3)

Michael J. Simon                    12 Registered Mutual Funds with $5,127,006,106 in total assets under
                                    management

                                    1 Unregistered Pooled Investment Vehicle with $8,108,039 in total assets
                                    under management

                                    3596 Other Accounts with $1,078,482,755 in total assets under management(3)


(3) These are accounts of individual investors for which AIM's affiliate, AIM Private Asset Management, Inc. ("APAM") provides investment advice. APAM offers separately managed accounts that are managed according to the investment models developed by AIM's portfolio managers and used in connection with the management of certain AIM funds. APAM accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.

H-4

                                           NUMBER OF ACCOUNTS MANAGED BY EACH PORTFOLIO MANAGER AND
NAME OF PORTFOLIO MANAGER                               TOTAL ASSETS BY CATEGORY
                                                            AIM BASIC VALUE FUND


Bret W. Stanley                     11 Registered Mutual Funds with $14,632,389,656 in total assets under
                                    management

                                    1 Unregistered Pooled Investment Vehicle with $8,108,039 in total assets
                                    under management

                                    3596 Other Accounts with $1,078,482,755 in total assets under management(3)

                                                         AIM CONSERVATIVE ALLOCATION FUND

Gary K. Wendler                     None

                                                              AIM GLOBAL EQUITY FUND

Derek S. Izuel                      4 Unregistered Pooled Investment Vehicles with $922,755,643 in total
                                    assets under management

Eric Thaller                        4 Unregistered Pooled Investment Vehicles with $922,755,643 in total
                                    assets under management

                                                            AIM GROWTH ALLOCATION FUND

Gary K. Wendler                     None

                                                           AIM INCOME ALLOCATION FUND(4)

Gary K. Wendler                     None

                                                        AIM INTERNATIONAL ALLOCATION FUND(4)

Gary K. Wendler                     None

                                                           AIM MID CAP CORE EQUITY FUND

Ronald S. Sloan                     9 Registered Mutual Funds with $13,962,561,095 in total assets under
                                    management

                                    2 Unregistered Pooled Investment Vehicles with $55,285,105 in total
                                    assets under management

                                    8796 Other Accounts with $1,925,777,183 in total assets under management(3)

                                                           AIM MODERATE ALLOCATION FUND

Gary K. Wendler                     None

                                                       AIM MODERATE GROWTH ALLOCATION FUND

Gary K. Wendler                     None

                                                   AIM MODERATELY CONSERVATIVE ALLOCATION FUND

Gary K. Wendler                     None

                                                            AIM SMALL CAP GROWTH FUND

Juliet S. Ellis                     5 Registered Mutual Funds with $1,416,009,463 in total assets under
                                    management

                                    1 Other Account with $124,542 in total assets under management(3)

Juan R. Hartsfield                  5 Registered Mutual Funds with $1,416,009,463 in total assets under
                                    management

                                    1 Other Account with $124,542 in total assets under management(3)


(3) These are accounts of individual investors for which AIM's affiliate, AIM Private Asset Management, Inc. ("APAM") provides investment advice. APAM offers separately managed accounts that are managed according to the investment models developed by AIM's portfolio managers and used in connection with the management of certain AIM funds. APAM accounts may be invested in accordance with one or more of those investment models and investments held in those accounts are traded in accordance with the applicable models.

(4) Commenced operations on October 28, 2005.

H-5

POTENTIAL CONFLICTS OF INTEREST

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one Fund or other account. More specifically, portfolio managers who manage multiple Funds and /or other accounts may be presented with one or more of the following potential conflicts:

>> The management of multiple Funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each Fund and/or other account. AIM seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment models that are used in connection with the management of the Funds.

>> If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one Fund or other account, a Fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible Funds and other accounts. To deal with these situations, AIM and the Funds have adopted procedures for allocating portfolio transactions across multiple accounts.

>> With respect to securities transactions for the Funds, AIM determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as mutual funds for which AIM or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), AIM may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, trades for a Fund in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund or other account(s) involved.

>> Finally, the appearance of a conflict of interest may arise where AIM has an incentive, such as a performance-based management fee, which relates to the management of one Fund or account but not all Funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities.

AIM and the Funds have adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.

H-6

APPENDIX I

ADMINISTRATIVE SERVICES FEES

The Funds paid AIM the following amounts for administrative services for the last three fiscal years ended December 31:

         FUND NAME                   2004          2003          2002
-----------------------------      --------      --------      --------
AIM Basic Value Fund               $697,597      $645,285      $486,863

AIM Conservative
Allocation Fund(1)                 $ 33,470           N/A           N/A

AIM Global Equity Fund(1)          $ 50,000      $ 50,000      $ 50,000

AIM Growth Allocation Fund(1)      $ 33,470           N/A           N/A

AIM Income Allocation Fund(2)           N/A           N/A           N/A

AIM International
Allocation Fund(2)                      N/A           N/A           N/A

AIM Mid Cap Core Equity            $592,602      $487,969      $274,931
Fund

AIM Moderate Allocation
Fund(3)                            $ 33,470           N/A           N/A

AIM Moderate Growth
Allocation Fund(3)                      N/A           N/A           N/A

AIM Moderately
Conservative Allocation
Fund(3)                                 N/A           N/A           N/A

AIM Small Cap Growth Fund          $437,687      $365,048      $206,896


(1) Commenced operations on April 30, 2004.

(2) Commenced operations on October 28, 2005.

(3) Commenced operations on April 29, 2005.

I-1

APPENDIX J

BROKERAGE COMMISSIONS

Brokerage commissions(1) paid by each of the Funds listed below during the last three fiscal years ended December 31 were as follows:

                          FUND                            2004                  2003                    2002
----------------------------------------------      ----------------      ----------------      ----------------
AIM Basic Value Fund(3)                             $      2,061,261      $      4,078,941      $      7,413,401
AIM Conservative Allocation Fund(2)                              N/A                   N/A                   N/A
AIM Global Equity Fund(4)                                    466,738               851,859               435,419
AIM Growth Allocation Fund(2)                                    N/A                   N/A                   N/A
AIM Income Allocation Fund5                                      N/A                   N/A                   N/A
AIM International Allocation Fund(5)                             N/A                   N/A                   N/A
AIM Mid Cap Core Equity Fund                               4,624,704             3,392,660             2,957,059
AIM Moderate Allocation Fund(2)                                  N/A                   N/A                   N/A
AIM Moderate Growth Allocation Fund(6)                           N/A                   N/A                   N/A
AIM Moderately Conservative Allocation Fund(6)                   N/A                   N/A                   N/A
AIM Small Cap Growth Fund(7)                               4,324,262             2,705,367             1,470,812


(1) Disclosure regarding brokerage commissions is limited to commissions paid on agency trades and designated as such on the trade confirm.

(2) Commenced operations on April 30, 2004.

(3) The variation in brokerage commissions paid by AIM Basic Value Fund for the fiscal years ended December 31, 2004 and 2003, was due to lower portfolio activity in 2004, based on the attractive investment opportunities the portfolio management team believed were represented in the Fund throughout the year.

(4) The variation in brokerage commissions paid by AIM Global Equity Fund for the fiscal year ended December 31, 2004 as compared to the prior fiscal year ended December 31, 2003 was due to the variation in brokerage commissions paid by AIM Global Equity Fund for the fiscal years ended December 31, 2004 and 2003, was largely due to lower portfolio activity in 2004. The management team makes trades based on its assessment of the risk/return tradeoff in the marketplace, so any variation in portfolio activity from one year to the next is a function of this assessment.

(5) Commenced operations on October 28, 2005.

(6) Commenced operations on April 29, 2005.

(7) The variation in brokerage commissions paid by AIM Small Cap Growth Fund for the fiscal years ended December 31, 2004 and 2003, as compared to the prior fiscal year, was due to an increase in transactions executed with commissions as a result of the realignment of the Fund's portfolio to fit the investment process of the current management team that assumed management of the Fund in September of 2004.

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APPENDIX K

DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF
SECURITIES OF REGULAR BROKERS OR DEALERS

During the last fiscal year ended December 31, 2004, each Fund allocated the following amount of transactions to broker-dealers that provided AIM with certain research, statistics and other information:

                                                                                       Related
Fund                                                Transactions(1)             Brokerage Commissions(1)
----                                                -------------               ------------------------
AIM Basic Value Fund                                   $1,242,510,780.79                   $3,387,080.82
AIM Conservative Allocation Fund(2)                                    0                               0
AIM Global Equity Fund                                    414,043,484.95                      350,106.33
AIM Growth Allocation Fund(2)                                          0                               0
AIM Income Allocation Fund(2),(3)                                    N/A                             N/A
AIM International Allocation Fund(2),(3)                             N/A                             N/A
AIM Mid Cap Core Equity Fund                            2,319,519,878.23                    3,470,282.87
AIM Moderate Allocation Fund(2)                                        0                               0
AIM Moderate Growth Allocation Fund(2),(4)                           N/A                             N/A
AIM Moderately Conservative Allocation Fund(2),(4)                   N/A                             N/A
AIM Small Cap Growth Fund                               1,319,584,065.26                    4,721,675.64

During the last fiscal year ended December 31, 2004, each Fund held securities issued by the following companies, which are "regular" brokers or dealers of one or more of the Funds identified below:

                                                                                            Market Value
Issuer                                                 Security                       (as of December 31, 2004)
------                                                 --------                       -------------------------
AIM Basic Value Fund
     JPMorgan Chase & Co.                            Common Stock                        $      242,383,174
     Merrill Lynch & Co., Inc.                       Common Stock                               158,808,890
     Morgan Stanley                                  Common Stock                               169,719,088

AIM Global Equity Fund
     ABN AMRO Holding N.V.                           Common Stock                        $        3,370,268

AIM Small Cap Growth Fund
     Jefferies Group, Inc.                           Common Stock                        $        9,727,620
     Piper Jaffray Cos., Inc.                        Common Stock                                 7,269,220

(1) Amount is inclusive of commissions paid to, and brokerage transactions placed with, certain brokers that provide execution, research and other services.

(2) This Fund is a fund of funds, and therefore does not allocate transactions for research, statistics or other information. However, for such data for each of the underlying funds which comprise the subject fund of funds, please see the SAI of each underlying fund.

(3) Commenced operations on October 28, 2005.

(4) Commenced operations on April 29, 2005.

K-1

APPENDIX L

PERFORMANCE DATA

AVERAGE ANNUAL TOTAL RETURNS

The average annual total returns for each Fund, with respect to its Institutional Class shares, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are as follows:

                                                                                       PERIODS ENDED
                                                                                       JUNE 30, 2005
                                                                                            SINCE          INCEPTION
     INSTITUTIONAL CLASS SHARES:                      1 YEAR             5 YEARS          INCEPTION           DATE
     --------------------------                       ------             -------       --------------      ---------
AIM Basic Value Fund                                                      N/A                                   03/15/02
AIM Conservative Allocation Fund(1)                    N/A                N/A                                   04/30/04
AIM Global Equity Fund(2)                                                                                       09/15/97
AIM Growth Allocation Fund(1)                          N/A                N/A                                   04/30/04
AIM Income Allocation Fund(3)                          N/A                N/A                N/A                10/28/05
AIM International Allocation Fund(3)                   N/A                N/A                N/A                10/28/05
AIM Mid Cap Core Equity Fund                                              N/A                                   03/15/02
AIM Moderate Allocation Fund(1)                        N/A                N/A                                   04/30/04
AIM Moderate Growth Allocation Fund(4)                 N/A                N/A                N/A                04/29/05
AIM Moderately Conservative Allocation Fund(4)         N/A                N/A                N/A                04/29/05
AIM Small Cap Growth Fund                                                 N/A                                   03/15/02

CUMULATIVE TOTAL RETURNS

The cumulative total returns for each Fund, with respect to its Institutional Class shares, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are as follows:

                                                                                        PERIODS ENDED
                                                                                        JUNE 30, 2005
                                                                                            SINCE           INCEPTION
     INSTITUTIONAL CLASS SHARES:                       1 YEAR            5 YEARS           INCEPTION          DATE
     --------------------------                        ------            -------        --------------      ---------
AIM Basic Value Fund                                                       N/A                                  03/15/02
AIM Conservative Allocation Fund(1)                     N/A                N/A                                  04/30/04
AIM Global Equity Fund(2)                                                                                       09/15/97
AIM Growth Allocation Fund(1)                           N/A                N/A                                  04/30/04
AIM Income Allocation Fund(3)                           N/A                N/A               N/A                10/28/05
AIM International Allocation Fund(3)                    N/A                N/A               N/A                10/28/05
AIM Mid Cap Core Equity Fund                                               N/A                                  03/15/02
AIM Moderate Allocation Fund(1)                         N/A                N/A                                  04/30/04
AIM Moderate Growth Allocation Fund(4)                  N/A                N/A               N/A                04/29/05
AIM Moderately Conservative Allocation Fund(4)          N/A                N/A               N/A                04/29/05
AIM Small Cap Growth Fund                                                  N/A                                  03/15/02

(1) Commenced operations on April 30, 2004. [All returns are cumulative.]

(2) The returns shown for these periods are the blended returns of the historical performance of the fund's Institutional Class shares since their inception and restated historical performance of the fund's Class A shares (for periods prior to the inception of the Institutional Class shares) at net asset value and reflect the higher Rule 12b-1 fees applicable to Class A shares. Institutional Class shares would have different returns because, although the shares are invested in the same

L-1

portfolio of securities, the Institutional Class has a different expense structure. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Institutional Class shares is April 30, 2004.

(3) Commenced operations on October 28, 2005.

(4) Commenced operations on April 29, 2005.

AVERAGE ANNUAL TOTAL RETURNS (AFTER TAXES ON DISTRIBUTIONS)

The average annual total returns (after taxes on distributions for each Fund, with respect to its Institutional Class shares, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are as follows:

                                                                              PERIODS ENDED
                                                                              JUNE 30, 2005
                                                                                          SINCE        INCEPTION
         INSTITUTIONAL CLASS SHARES:                         1 YEAR        5 YEARS      INCEPTION         DATE
         --------------------------                          ------        -------      ---------      ---------
AIM Basic Value Fund                                                           N/A                       03/15/02
AIM Conservative Allocation Fund(1)                             N/A            N/A                       04/30/04
AIM Global Equity Fund(2)                                                                                09/15/97
AIM Growth Allocation Fund(1)                                   N/A            N/A                       04/30/04
AIM Income Allocation Fund(3)                                   N/A            N/A          N/A          10/28/05
AIM International Allocation Fund(3)                            N/A            N/A          N/A          10/28/05
AIM Mid Cap Core Equity Fund                                                   N/A                       03/15/02
AIM Moderate Allocation Fund(1)                                 N/A            N/A                       04/30/04
AIM Moderate Growth Allocation Fund(4)                          N/A            N/A          N/A          04/29/05
AIM Moderately Conservative Allocation Fund(4)                  N/A            N/A          N/A          04/29/05
AIM Small Cap Growth Fund                                                      N/A                       03/15/02

AVERAGE ANNUAL TOTAL RETURNS (AFTER TAXES ON DISTRIBUTIONS AND REDEMPTION)

The average annual total returns (after taxes on distributions and redemption for each Fund, with respect to its Institutional Class shares, for the one, five and ten year periods (or since inception if less than ten years) ended June 30, 2005 are as follows:

                                                                                 PERIODS ENDED
                                                                                 JUNE 30, 2005
                                                                                           SINCE         INCEPTION
         INSTITUTIONAL CLASS SHARES:                         1 YEAR        5 YEARS       INCEPTION          DATE
         --------------------------                          ------        -------       ---------       ----------
AIM Basic Value Fund                                                           N/A                          03/15/02
AIM Conservative Allocation Fund(1)                            N/A             N/A                          04/30/04
AIM Global Equity Fund(2)                                                                                   09/15/97
AIM Growth Allocation Fund(1)                                  N/A             N/A                          04/30/04
AIM Income Allocation Fund(3)                                  N/A             N/A           N/A            10/28/05
AIM International Allocation Fund(3)                           N/A             N/A           N/A            10/28/05
AIM Mid Cap Core Equity Fund                                                   N/A                          03/15/02
AIM Moderate Allocation Fund(1)                                N/A             N/A                          04/30/04
AIM Moderate Growth Allocation Fund(4)                         N/A             N/A           N/A            04/29/05
AIM Moderately Conservative Allocation Fund(4)                 N/A             N/A           N/A            04/29/05
AIM Small Cap Growth Fund                                                      N/A                          03/15/02

(1) Commenced operations on April 30, 2004. All returns are cumulative.

(2) The returns shown for these periods are the blended returns of the historical performance of the fund's Institutional Class shares since their inception and restated historical performance of the fund's Class A shares (for periods prior to the

L-2

inception of the Institutional Class shares) at net asset value and reflect the higher Rule 12b-1 fees applicable to Class A shares. Institutional Class shares would have different returns because, although the shares are invested in the same portfolio of securities, the Institutional Class has a different expense structure. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Institutional Class shares is April 30, 2004.

(3) Commenced operations on October 28, 2005.

(4) Commenced operations on April 29, 2005.

L-3

APPENDIX M-1
PENDING LITIGATION ALLEGING MARKET TIMING

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more AIM Funds, IFG, AIM, AIM Management, AMVESCAP, certain related entities, certain of their current and former officers and/or certain unrelated third parties and are based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits either have been served or have had service of process waived as of June 20, 2005 (with the exception of the Sayegh lawsuit discussed below).

RICHARD LEPERA, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., INVESCO BOND FUNDS, INC., INVESCO SECTOR FUNDS, INC. AND DOE DEFENDANTS 1-100, in
the District Court, City and County of Denver, Colorado, (Civil Action No. 03-CV-7600), filed on October 2, 2003. This claim alleges: common law breach of fiduciary duty; common law breach of contract; and common law tortious interference with contract. The plaintiff in this case is seeking: compensatory and punitive damages; injunctive relief; disgorgement of revenues and profits; and costs and expenses, including counsel fees and expert fees.

MIKE SAYEGH, ON BEHALF OF THE GENERAL PUBLIC, V. JANUS CAPITAL CORPORATION, JANUS CAPITAL MANAGEMENT LLC, JANUS INVESTMENT FUND, EDWARD J. STERN, CANARY CAPITAL PARTNERS LLC, CANARY INVESTMENT MANAGEMENT LLC, CANARY CAPITAL PARTNERS LTD., KAPLAN & CO. SECURITIES

INC., BANK ONE CORPORATION, BANC ONE INVESTMENT ADVISORS, THE ONE GROUP MUTUAL FUNDS, BANK OF AMERICA CORPORATION, BANC OF AMERICA CAPITAL MANAGEMENT LLC, BANC OF AMERICA ADVISORS LLC, NATIONS FUND INC., ROBERT H. GORDON, THEODORE H. SIHPOL III, CHARLES D. BRYCELAND, SECURITY TRUST COMPANY, STRONG CAPITAL MANAGEMENT INC., JB OXFORD & COMPANY, ALLIANCE CAPITAL MANAGEMENT HOLDING L.P., ALLIANCE CAPITAL MANAGEMENT L.P., ALLIANCE CAPITAL MANAGEMENT CORPORATION, AXA FINANCIAL INC., ALLIANCEBERNSTEIN REGISTRANTS, GERALD MALONE, CHARLES SCHAFFRAN, MARSH & MCLENNAN COMPANIES, INC., PUTNAM INVESTMENTS TRUST, PUTNAM INVESTMENT MANAGEMENT LLC, PUTNAM INVESTMENT FUNDS, AND DOES 1-500, in the
Superior Court of the State of California, County of Los Angeles (Case No. BC304655), filed on October 22, 2003 and amended on December 17, 2003 to substitute INVESCO Funds Group, Inc. and Raymond R. Cunningham for unnamed Doe defendants. This claim alleges unfair business practices and violations of Sections 17200 and 17203 of the California Business and Professions Code. The plaintiff in this case is seeking:
injunctive relief; restitution, including pre-judgment interest; an accounting to determine the amount to be returned by the defendants and the amount to be refunded to the public; the creation of an administrative process whereby injured customers of the defendants receive their losses; and counsel fees.

RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY FUND, V. WILLIAM P. CARMICHAEL, WILLIAM H. GRIGG, THOMAS F. KELLER, CARL E. MUNDY, JR., CORNELIUS J. PINGS, A. MAX WALKER, CHARLES B. WALKER, EDMUND L. BENSON, III, ROBERT H. GORDON, JAMES B. SOMMERS, THOMAS S. WORD, JR., EDWARD D. BEDARD, GERALD MURPHY, ROBERT B.

CARROLL, INVESCO GLOBAL ASSET MANAGEMENT, PUTNAM INVESTMENT MANAGEMENT, BANK OF AMERICA CORPORATION, MARSICO CAPITAL MANAGEMENT, LLC, BANC OF AMERICA ADVISORS, LLC, BANC OF AMERICA CAPITAL MANAGEMENT, LLC, AND
NATIONS FUNDS TRUST, in the Superior Court Division, State of North Carolina (Civil Action No. 03-CVS-19622), filed on November 14, 2003.

M-1

This claim alleges common law breach of fiduciary duty; abuse of control; gross mismanagement; waste of fund assets; and unjust enrichment. The plaintiff in this case is seeking: injunctive relief, including imposition of a constructive trust; damages; restitution and disgorgement; and costs and expenses, including counsel fees and expert fees.

L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC. V. AMVESCAP, PLC, INVESCO, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., in the
United States District Court, District of Colorado (Civil Action No. 03-MK-2406), filed on November 28, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 ("Investment Company Act"), and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees.

RICHARD RAVER, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC, AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL
PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-F-2441), filed on December 2, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act of 1933 (the "Securities Act"); Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"); Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

JERRY FATTAH, CUSTODIAN FOR BASIM FATTAH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO

M-2

GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL
PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-F-2456), filed on December 4, 2003. This claim alleges violations of: Sections 11 and 15 of Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Investment Advisers Act of 1940, as amended (the "Advisers Act"). The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

EDWARD LOWINGER AND SHARON LOWINGER, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO U.S. GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO; INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL
PARTNERS, LTD., AND JOHN DOES 1-100, in the United States District Court, Southern District of New York (Civil Action No. 03-CV-9634), filed on December 4, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

M-3

JOEL GOODMAN, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC. AND RAYMOND R. CUNNINGHAM, in
the District Court, City and County of Denver, Colorado (Case Number 03CV9268), filed on December 5, 2003. This claim alleges common law breach of fiduciary duty and aiding and abetting breach of fiduciary duty. The plaintiffs in this case are seeking: injunctive relief; accounting for all damages and for all profits and any special benefits obtained; disgorgement; restitution and damages; costs and disbursements, including counsel fees and expert fees; and equitable relief.

STEVEN B. EHRLICH, CUSTODIAN FOR ALEXA P. EHRLICH, UGTMA/FLORIDA, AND DENNY P. JACOBSON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND, AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN
DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-N-2559), filed on December 17, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

JOSEPH R. RUSSO, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURERS MONEY MARKET RESERVE FUND,

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AIM INVESCO TREASURERS TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN
DOES 1-100, in the United States District Court, Southern District of New York (Civil Action No. 03-CV-10045), filed on December 18, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AMVESCAP PLC, AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, INVESCO FUNDS GROUP, INC., RAYMOND R. CUNNINGHAM,
AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-M-2604), filed on December 24, 2003. This claim alleges violations of Sections 404, 405 and 406B of the Employee Retirement Income Security Act ("ERISA"). The plaintiffs in this case are seeking: declarations that the defendants breached their ERISA fiduciary duties and that they are not entitled to the protection of
Section 404(c)(1)(B) of ERISA; an order compelling the defendants to make good all losses to a particular retirement plan described in this case (the "Retirement Plan") resulting from the defendants' breaches of their fiduciary duties, including losses to the Retirement Plan resulting from imprudent investment of the Retirement Plan's assets, and to restore to the Retirement Plan all profits the defendants made through use of the Retirement Plan's assets, and to restore to the Retirement Plan all profits which the participants would have made if the defendants had fulfilled their fiduciary obligations; damages on behalf of the Retirement Plan; imposition of a constructive trust, injunctive relief, damages suffered by the Retirement Plan, to be allocated proportionately to the participants in the Retirement Plan; restitution and other costs and expenses, including counsel fees and expert fees.

PAT B. GORSUCH AND GEORGE L. GORSUCH V. INVESCO FUNDS GROUP, INC. AND
AIM ADVISER, INC., in the United States District Court, District of Colorado (Civil Action No. 03-MK-2612), filed on December 24, 2003. This claim alleges violations of Sections 15(a), 20(a) and 36(b) of the Investment Company Act. The plaintiffs in this case are seeking:
rescission and/or voiding of the investment advisory agreements; return of fees paid; damages; and other costs and expenses, including counsel fees and expert fees.

LORI WEINRIB, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION

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STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, TIMOTHY MILLER, RAYMOND CUNNINGHAM, THOMAS KOLBE, EDWARD J. STERN, AMERICAN SKANDIA INC., BREAN MURRAY & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., AND JOHN DOES 1-100, in
the United States District Court, Southern District of New York (Civil Action No. 04-CV-00492), filed on January 21, 2004. This claim alleges violations of: Sections 11 and 15 of the 1933 Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and
Section 206 of the Advisers Act. The plaintiffs in this case are seeking: compensatory damages; rescission; return of fees paid; accounting for wrongfully gotten gains, profits and compensation; restitution and disgorgement; and other costs and expenses, including counsel fees and expert fees.

ROBERT S. BALLAGH, JR., INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL
PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0152), filed on January 28, 2004. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

JONATHAN GALLO, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY

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INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY
CAPITAL PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0151), filed on January 28, 2004. This claim alleges violations of: Sections 11 and 15 of the Securities Act; Sections 10(b) and 20(a) of the Exchange Act; Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

EILEEN CLANCY, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE FUND, AIM INVESCO US GOVERNMENT MONEY FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH-YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT INCOME FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, INVESCO, INVESCO LATIN AMERICAN GROWTH FUND (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS"), AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC. (COLLECTIVELY KNOWN AS THE "INVESCO FUNDS REGISTRANTS"), AMVESCAP PLC, INVESCO FUNDS GROUP, INC., TIMOTHY MILLER, RAYMOND CUNNINGHAM AND THOMAS KOLBE, in the United
States District Court, Southern District of New York (Civil Action No. 04-CV-0713), filed on January 30, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act. The plaintiffs in this case are seeking: compensatory damages, rescission; return of fees paid; and other costs and expenses, including counsel fees and expert fees.

SCOTT WALDMAN, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO DYNAMICS FUND, INVESCO EUROPEAN FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, AIM STOCK FUNDS, AIM COUNSELOR SERIES TRUST, AIM SECTOR FUNDS INC., AIM BOND FUNDS INC., AIM COMBINATION STOCK AND BOND FUNDS INC., AIM MONEY MARKET FUNDS INC., AIM INTERNATIONAL FUNDS INC., AMVESCAP PLC, AND
RAYMOND CUNNINGHAM, in the United States District Court, Southern District of New York (Civil Action No. 04-CV-00915), filed on February 3, 2004. This claim alleges violations of Sections 11 and 15 of the Securities Act and common law breach of fiduciary duty. The plaintiffs in this case are seeking compensatory damages; injunctive relief; and costs and expenses, including counsel fees and expert fees.

CARL E. VONDER HAAR AND MARILYN P. MARTIN, ON BEHALF OF THEMSELVES AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO
STOCK FUNDS, INC. AND DOE DEFENDANTS 1-100, in the United States District Court, District of Colorado (Civil Action No. 04-CV-812), filed on February 5, 2004. This claim

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alleges: common law breach of fiduciary duty; breach of contract; and tortious interference with contract. The plaintiffs in this case are seeking: injunctive relief; damages; disgorgement; and costs and expenses, including counsel fees and expert fees.

HENRY KRAMER, DERIVATIVELY ON BEHALF OF INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., DEFENDANTS, AND INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL
FUNDS, NOMINAL DEFENDANTS, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0397), filed on March 4, 2004. This claim alleges violations of Section 36(b) of the Investment Company Act and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees.

CYNTHIA L. ESSENMACHER, DERIVATIVELY ON BEHALF OF THE INVESCO DYNAMICS FUND AND THE REMAINING "INVESCO FUNDS" V. INVESCO FUNDS GROUPS, INC., AMVESCAP PLC, AIM MANAGEMENT GROUP, INC., RAYMOND CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE AND MICHAEL LEGOSKI, DEFENDANTS, AND INVESCO DYNAMICS FUND AND THE "INVESCO FUNDS", NOMINAL DEFENDANTS, in the
United States District Court, District of Delaware (Civil Action No. 04-CV-188), filed on March 29, 2004. This claim alleges: violations of
Section 36(b) of the Investment Company Act; violations of Section 206 of the Advisers Act; common law breach of fiduciary duty; and civil conspiracy. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees and expert fees.

Pursuant to an Order of the MDL Court, plaintiffs in the above lawsuits (with the exception of Carl E. Vonder Haar, et al. v. INVESCO Funds Group, Inc. et al. and Mike Sayegh v. Janus Capital Corporation, et al.) consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties: (i) a Consolidated Amended Class Action Complaint purportedly brought on behalf of shareholders of the AIM Funds (the Lepera lawsuit discussed below); (ii) a Consolidated Amended Fund Derivative Complaint purportedly brought on behalf of the AIM Funds and fund registrants (the Essenmacher lawsuit discussed below); and (iii) an Amended Class Action Complaint for Violations of the Employee Retirement Income Securities Act
("ERISA") purportedly brought on behalf of participants in AMVESCAP's 401(k)
plan (the Calderon lawsuit discussed below). The plaintiffs in the Vonder Haar and Sayegh lawsuits continue to seek remand of their lawsuits to state court. Set forth below is detailed information about these three amended complaints.

RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN), V. INVESCO FUNDS GROUP, INC., AMVESCAP, PLC, AIM INVESTMENTS, AIM ADVISORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS

MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM STOCK FUNDS, AIM MUTUAL FUNDS, AIM COMBINATION STOCK & BOND FUNDS, AIM SECTOR FUNDS, AIM TREASURER'S SERIES TRUST, INVESCO DISTRIBUTORS, INC., AIM DISTRIBUTORS, INC., RAYMOND R. CUNNINGHAM, TIMOTHY J. MILLER, THOMAS A. KOLBE, MICHAEL D. LEGOSKI, MICHAEL K. BRUGMAN, MARK WILLIAMSON, EDWARD J. STERN, CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., RYAN GOLDBERG, MICHAEL GRADY, CITIGROUP, INC., CITIGROUP GLOBAL MARKETS HOLDINGS, INC., SALOMON SMITH BARNEY, INC., MORGAN STANLEY DW, ANNA BRUGMAN, ANB CONSULTING, LLC, KAPLAN & CO. SECURITIES INC., SECURITY TRUST COMPANY, N.A., GRANT D. SEEGER, JB OXFORD HOLDINGS, INC., NATIONAL CLEARING CORPORATION,

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JAMES G. LEWIS, KRAIG L. KIBBLE, JAMES Y. LIN, BANK OF AMERICA CORPORATION, BANC OF AMERICA SECURITIES LLC, THEODORE C. SIHPOL, III, BEAR STEARNS & CO., INC., BEAR STEARNS SECURITIES CORP., CHARLES SCHWAB & CO., CREDIT SUISSE FIRST BOSTON (USA) INC., PRUDENTIAL FINANCIAL, INC., PRUDENTIAL SECURITIES, INC., CANADIAN IMPERIAL BANK OF COMMERCE, JP MORGAN CHASE AND CO., AND JOHN DOE DEFENDANTS 1-100, in the MDL Court (Case No. 04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States District Court for the District of Colorado), filed on September 29, 2004. This lawsuit alleges violations of Sections 11,
12(a) (2), and 15 of the Securities Act; Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; Section 20(a) of the Exchange Act; Sections 34(b), 36(a), 36(b) and 48(a) of the Investment Company Act; breach of fiduciary duty/constructive fraud; aiding and abetting breach of fiduciary duty; and unjust enrichment. The plaintiffs in this lawsuit are seeking: compensatory damages, including interest; and other costs and expenses, including counsel and expert fees.

CYNTHIA ESSENMACHER, SILVANA G. DELLA CAMERA, FELICIA BERNSTEIN AS CUSTODIAN FOR DANIELLE BROOKE BERNSTEIN, EDWARD CASEY, TINA CASEY, SIMON DENENBERG, GEORGE L. GORSUCH, PAT B. GORSUCH, L. SCOTT KARLIN, HENRY KRAMER, JOHN E. MORRISEY, HARRY SCHIPPER, BERTY KREISLER, GERSON SMITH, CYNTHIA PULEO, ZACHARY ALAN STARR, JOSHUA GUTTMAN, AND AMY SUGIN, DERIVATIVELY ON BEHALF OF THE MUTUAL FUNDS, TRUSTS AND CORPORATIONS COMPRISING THE INVESCO AND AIM FAMILY OF MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., INVESCO DISTRIBUTORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM MANAGEMENT GROUP, INC., AIM ADVISERS, INC., AIM INVESTMENT SERVICES, INC., AIM DISTRIBUTORS, INC., FUND MANAGEMENT COMPANY, MARK H. WILLIAMSON, RAYMOND R. CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE, MICHAEL LEGOSKI, MICHAEL BRUGMAN, FRED A. DEERING, VICTOR L. ANDREWS, BOB R. BAKER, LAWRENCE H. BUDNER, JAMES T. BUNCH, GERALD J. LEWIS, JOHN W. MCINTYRE, LARRY SOLL, RONALD L. GROOMS, WILLIAM J. GALVIN, JR., ROBERT H. GRAHAM, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, LOUIS S. SKLAR, OWEN DALY II, AURUM SECURITIES CORP., AURUM CAPITAL MANAGEMENT CORP., GOLDEN GATE FINANCIAL GROUP, LLC, BANK OF AMERICA CORP., BANC OF AMERICA SECURITIES LLC, BANK OF AMERICA, N.A., BEAR STEARNS & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY INVESTMENT MANAGEMENT, LLC, EDWARD J. STERN, CANADIAN IMPERIAL BANK OF COMMERCE, CIRCLE TRUST COMPANY, RYAN GOLDBERG, MICHAEL GRADY, KAPLAN & CO. SECURITIES, INC., JP MORGAN CHASE & CO., OPPENHEIMER & CO., INC., PRITCHARD CAPITAL PARTNERS LLC, TIJA MANAGEMENT, TRAUTMAN WASSERMAN & COMPANY, INC., DEFENDANTS, AND THE INVESCO FUNDS AND THE AIM FUNDS AND ALL TRUSTS AND CORPORATIONS THAT COMPRISE THE INVESCO FUNDS AND AIM FUNDS THAT WERE MANAGED BY INVESCO
AND AIM, NOMINAL DEFENDANTS, in the MDL Court (Case No.
04-MD-15864-FPS; No. 04-819), filed on September 29, 2004. This lawsuit alleges violations of Sections 206 and 215 of the Investment Advisers Act; Sections 36(a), 36(b) and 47 of the Investment Company Act; control person liability under Section 48 of the Investment Company Act; breach of fiduciary duty; aiding and abetting breach of fiduciary duty; breach of contract; unjust enrichment; interference with contract; and civil conspiracy. The plaintiffs in this lawsuit are seeking: removal of director defendants; removal of adviser, sub-adviser and distributor defendants; rescission of management and other contracts between the Funds and defendants; rescission of 12b-1 plans; disgorgement of management fees and other compensation/profits paid to adviser defendants; compensatory and punitive damages; and fees and expenses, including attorney and expert fees.

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MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, INVESCO FUNDS GROUP, INC., AMVESCAP, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, AND RAYMOND R.
CUNNINGHAM, in the MDL Court (Case No. 1:04-MD-15864-FPS), filed on September 29, 2004. This lawsuit alleges violations of ERISA Sections 404, 405 and 406. The plaintiffs in this lawsuit are seeking:
declaratory judgment; restoration of losses suffered by the plan; disgorgement of profits; imposition of a constructive trust; injunctive relief; compensatory damages; costs and attorneys' fees; and equitable restitution.

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APPENDIX M-2
PENDING LITIGATION ALLEGING INADEQUATELY EMPLOYED FAIR VALUE PRICING

The following civil class action lawsuits involve, depending on the lawsuit, one or more AIM Funds, IFG and/or AIM and allege that the defendants inadequately employed fair value pricing. These lawsuits either have been served or have had service of process waived as of June 20, 2005.

T.K. PARTHASARATHY, EDMUND WOODBURY, STUART ALLEN SMITH AND SHARON SMITH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. T. ROWE PRICE INTERNATIONAL FUNDS, INC., T. ROWE PRICE INTERNATIONAL, INC., ARTISAN FUNDS, INC., ARTISAN PARTNERS LIMITED PARTNERSHIP, AIM INTERNATIONAL FUNDS, INC. AND AIM ADVISORS, INC., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 2003-L-001253), filed on September 23, 2003. This claim alleges: common law breach of duty and common law negligence and gross negligence. The plaintiffs in these cases are seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. The Third Judicial Circuit Court for Madison County, Illinois has issued an order severing the claims of plaintiff Parthasarathy from the claims of the other plaintiffs against AIM and other defendants. As a result, AIM is a defendant in the following severed action: EDMUND WOODBURY, STUART ALLEN SMITH and SHARON SMITH, Individually and On Behalf of All Others Similarly Situated, v. AIM INTERNATIONAL FUNDS, INC., ET AL., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 03-L-1253A). The claims made by plaintiffs and the relief sought in the Woodbury lawsuit are identical to those in the Parthasarathy lawsuit. On April 22, 2005, Defendants in the Woodbury lawsuit removed the action to Federal Court (U.S. District Court, Southern District of Illinois, No. 05-CV-302-DRH). Based on a recent Federal appellate court decision (the "Kircher" case), AIM and the other defendants in the Woodbury lawsuit removed the action to Federal court (U.S. District Court, Southern District of Illinois, Cause No. 05-CV-302-DRH) on April 22, 2005. On April 26, 2005, AIM and the other defendants filed their Motion to Dismiss the plaintiffs' state law based claims. On June 10, 2005, the Court dismissed the Woodbury lawsuit based upon the Kircher ruling and ordered the court clerk to close this case. Plaintiffs filed a Motion to Amend the Judgment arguing that the Kircher ruling does not apply to require the dismissal of the claims against AIM in the Woodbury lawsuit. On July 7, 2005, the Court denied this Motion.

JOHN BILSKI, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM INTERNATIONAL FUNDS, INC., AIM ADVISORS, INC., INVESCO INTERNATIONAL FUNDS, INC., INVESCO FUNDS GROUP, INC., T. ROWE PRICE INTERNATIONAL FUNDS, INC. AND T. ROWE PRICE INTERNATIONAL, INC., in the
United States District Court, Southern District of Illinois (East St. Louis) (Case No. 03-772), filed on November 19, 2003. This claim alleges: violations of Sections 36(a) and 36(b) of the Investment Company Act of 1940; common law breach of duty; and common law negligence and gross negligence. The plaintiff in this case is seeking:
compensatory and punitive damages; interest; and attorneys' fees and costs. This lawsuit has been transferred to the MDL Court by order of the United States District Court, Southern District of Illinois (East St. Louis).

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APPENDIX M-3

PENDING LITIGATION ALLEGING EXCESSIVE ADVISORY AND/OR DISTRIBUTION FEES

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of IFG, AIM, IINA, ADI and/or INVESCO Distributors and allege that the defendants charged excessive advisory and/or distribution fees and failed to pass on to shareholders the perceived savings generated by economies of scale and, in some cases, also allege that the defendants adopted unlawful distribution plans. These lawsuits either have been served or have had service of process waived as of June 20, 2005.

All of the lawsuits discussed below have been transferred to the United States District Court for the Southern District of Texas, Houston Division by order of the applicable United States District Court in which they were initially filed. By order of the United States District Court for the Southern District of Texas, Houston Division, the Kondracki and Papia lawsuits discussed below have been consolidated for pre-trial purpose into the Berdat lawsuit discussed below and administratively closed.

RONALD KONDRACKI V. AIM ADVISORS, INC. AND AIM DISTRIBUTOR, INC., in
the United States District Court for the Southern District of Illinois (Civil Action No. 04-CV-263-DRH), filed on April 16, 2004. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 (the "Investment Company Act"). The plaintiff in this case is seeking: damages; injunctive relief; prospective relief in the form of reduced fees; rescission of the investment advisory agreements and distribution plans; and costs and expenses, including counsel fees.

DOLORES BERDAT, MARVIN HUNT, MADELINE HUNT, RANDAL C. BREVER AND RHONDA LECURU V. INVESCO FUNDS GROUP, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO DISTRIBUTORS, INC., AIM ADVISORS, INC. AND AIM
DISTRIBUTORS, INC., in the United States District Court for the Middle District of Florida, Tampa Division (Case No. 8:04-CV-978-T24-TBM), filed on April 29, 2004. This claim alleges violations of Sections 36(b) and 12(b) of the Investment Company Act. The plaintiffs in this case are seeking: damages; injunctive relief; rescission of the investment advisory agreements and distribution plans; and costs and expenses, including counsel fees.

FERDINANDO PAPIA, FRED DUNCAN, GRACE GIAMANCO, JEFFREY S. THOMAS, COURTNEY KING, KATHLEEN BLAIR, HENRY BERDAT, RUTH MOCCIA, MURRAY BEASLEY AND FRANCES J. BEASLEY V. A I M ADVISORS, INC. AND A I M
DISTRIBUTORS, INC., in the United States District Court for the Middle District of Florida, Tampa Division (Case No. 8:04-CV-977-T17-MSS), filed on April 29, 2004. This claim alleges violations of Sections 36(b) and 12(b) of the Investment Company Act. The plaintiffs in this case are seeking: damages; injunctive relief; rescission of the investment advisory agreements and distribution plans; and costs and expenses, including counsel fees.

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APPENDIX M-4

PENDING LITIGATION ALLEGING IMPROPER CHARGING OF DISTRIBUTION FEES
ON LIMITED OFFERING FUNDS OR SHARE CLASSES

The following civil lawsuits, including shareholder derivative suits, involve, depending on the lawsuit, one or more of IFG, AIM, ADI and/or certain of the trustees of the AIM Funds and allege that the defendants breached their fiduciary duties by charging distribution fees while AIM Funds and/or specific share classes were closed generally to new investors and/or while other share classes of the same AIM Fund were not charged the same distribution fees. These lawsuits either have been served or have had service of process waived as of June 20, 2005.

By order of the United States District Court for the Southern District of Texas, Houston Division, the Lieber lawsuit discussed below has been consolidated for pre-trial purposes into the Zucker lawsuit discussed below and administratively closed.

LAWRENCE ZUCKER, ON BEHALF OF AIM SMALL CAP GROWTH FUND AND AIM LIMITED MATURITY TREASURY FUND, V. A I M ADVISORS, INC., in the United States
District Court, Southern District of Texas, Houston Division (Civil Action No. H-03-5653), filed on December 10, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 (the "Investment Company Act") and common law breach of fiduciary duty. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees. In March 2005, the parties entered a Stipulation whereby, among other things, the plaintiff agreed to dismiss without prejudice all claims against all of the individual defendants and his claims based on state law causes of action. This effectively limits this case to alleged violations of Section 36(b) against ADI.

STANLEY LIEBER, ON BEHALF OF INVESCO BALANCED FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO EUROPEAN FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO GROWTH & INCOME FUND, INVESCO GROWTH FUND, INVESCO HEALTH SCIENCE FUND, INVESCO HIGH YIELD FUND, INVECO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO LEISURE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO S&P 500 INDEX FUND, INVESCO SELECT INCOME FUND, INVESCO TAX FREE BOND FUND, INVESCO TECHNOLOGY FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO TOTAL RETURN FUND, INVESCO US GOVERNMENT SECURITIES FUND, INVESCO UTILITIES FUND, INVESCO VALUE EQUITY FUND, V. INVESCO FUNDS
GROUP, INC. AND A I M ADVISORS, INC., in the United States District Court, Southern District of Texas, Houston Division (Civil Action No. H-03-5744), filed on December 17, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act and common law breach of fiduciary duty. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees. In March 2005, the parties entered a Stipulation whereby, among other things, the plaintiff agreed to dismiss without prejudice all claims against all of the individual defendants and his claims based on state law causes of action. This effectively limits this case to alleged violations of Section 36(b) against ADI.

HERMAN C. RAGAN, DERIVATIVELY, AND ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., AND A I M
DISTRIBUTORS, INC., in the United States District Court for the Southern District of Georgia, Dublin Division (Civil Action No. CV304-031), filed on May 6, 2004. This claim alleges violations of:
Section 10(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Rule 10b-5 thereunder; Sections 17(a) (2) and 17(a) (3) of the Securities Act of 1933; and Section 36(b) of the Investment Company Act. This claim also alleges controlling person

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liability, within the meaning of Section 20 of the Exchange Act against ADI. The plaintiff in this case is seeking: damages and costs and expenses, including counsel fees.

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APPENDIX M-5
PENDING LITIGATION ALLEGING IMPROPER MUTUAL FUND SALES PRACTICES
AND DIRECTED-BROKERAGE ARRANGEMENTS

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of AIM Management, IFG, AIM, AIS and/or certain of the trustees of the AIM Funds and allege that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively push the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits either have been served or have had service of process waived as of June 20, 2005.

By order of the United States District Court for the Southern District of Texas, Houston Division, the claims made in the Beasley, Kehlbeck Trust, Fry, Apu and Bendix lawsuits discussed below were consolidated into the Boyce lawsuit discussed below and these other lawsuits were administratively closed. On June 7, 2005, plaintiffs filed their Consolidated Amended Complaint in which they make substantially identical allegations to those of the individual underlying lawsuits. However, the City of Chicago Deferred Compensation Plan has been joined as an additional plaintiff in the Consolidated Amended Complaint. Plaintiffs added defendants, including current and former directors/trustees of the AIM Funds formerly advised by IFG.

JOY D. BEASLEY AND SHEILA MCDAID, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS

GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND,

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INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States
District Court for the District of Colorado (Civil Action No. 04-B-0958), filed on May 10, 2004. The plaintiffs voluntarily dismissed this case in Colorado and re-filed it on July 2, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2589). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act of 1940 (the "Investment Company Act") and violations of Sections 206 and 215 of the Investment Advisers Act of 1940 (the "Advisers Act"). The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

RICHARD TIM BOYCE V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS,
in the United States District Court for the District of Colorado (Civil Action No. 04-N-0989), filed on May 13, 2004. The plaintiff voluntarily dismissed this case in Colorado and re-filed it on July 1, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2587). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-

M-16

related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

KEHLBECK TRUST DTD 1-25-93, BILLY B. KEHLBECK AND DONNA J. KEHLBECK, TTEES V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM

INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS,
in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2802), filed on July 9, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

JANICE R. FRY, BOB J. FRY, JAMES P. HAYES, VIRGINIA L. MAGBUAL, HENRY W. MEYER AND GEORGE ROBERT PERRY V. AIM MANAGEMENT GROUP INC., INVESCO

FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE

M-17

FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND,
NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2832), filed on July 12, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

ROBERT P. APU, SUZANNE K. APU, MARINA BERTI, KHANH DINH, FRANK KENDRICK, EDWARD A. KREZEL, DAN B. LESIUK, JOHN B. PERKINS, MILDRED E. RUEHLMAN, LOUIS E. SPERRY, J. DORIS WILLSON AND ROBERT W. WOOD V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM

M-18

INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND,
NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2884), filed on July 15, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

HARVEY R. BENDIX, CVETAN GEORGIEV, DAVID M. LUCOFF, MICHAEL E. PARMELEE, TRUSTEE OF THE HERMAN S. AND ESPERANZA A.. DRAYER RESIDUAL TRUST U/A 1/22/83 AND STANLEY S. STEPHENSON, TRUSTEE OF THE STANLEY J. STEPHENSON TRUST V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE

M-19

INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND,
NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-3030), filed on July 27, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

M-20

APPENDIX M-6
PENDING LITIGATION ALLEGING FAILURE TO ENSURE PARTICIPATION IN
CLASS ACTION SETTLEMENTS

The following civil lawsuit, purporting to be a class action lawsuit, has been filed against AIM, IINA, AIM Capital and the trustees of the AIM Funds alleging that the defendants breached their fiduciary duties by failing to ensure that the AIM Funds participated in class action settlements in which the AIM Funds were eligible to participate. This lawsuit has been served as of June 20, 2005.

AVO HOGAN AND JULIAN W. MEADOWS, ON BEHALF OF THEMSELVES AND ALL OTHERS SIMILARLY SITUATED, V. BOB R. BAKER, FRANK S. BAYLEY, JAMES T. BUNCH, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, ROBERT H. GRAHAM, GERALD J. LEWIS, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, LOUIS S. SKLAR, LARRY

SOLL, PH.D, MARK H. WILLIAMSON, AIM INVESTMENTS, LTD., AIM ADVISORS, INC., AIM CAPITAL MANAGEMENT, INC., INVESCO INSTITUTIONAL (N.A.), INC.
AND JOHN DOES NO. 1 THROUGH 100, in the United States District Court, Northern District of Texas (Civil Action No. 3:05-CV-73-P), filed on January 11, 2005. This claim alleges violations of Sections 36(a), 36(b) and 47(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty and negligence. The plaintiffs in this case are seeking: compensatory and punitive damages; forfeiture of all commissions and fees paid by the class of plaintiffs; and costs and counsel fees.

M-21

FINANCIAL STATEMENTS

Pursuant to Rule 3-03(d) of Regulation S-X, unaudited financials for the period ended June 30, 2005, for Registrant's portfolios have been included in addition to the portfolios' audited financials for the period ended December 31, 2004. Such financials reflect all adjustments which are of a normal recurring nature and which are in the opinion of management, necessary to a fair statement of the results for the periods presented.

FS


PART C

OTHER INFORMATION

Item 23.          Exhibits

a  (1)     -      (a) Amended and Restated Agreement and Declaration of Trust of
                  Registrant, dated May 15, 2002.(9)

           -      (b) Amendment No. 1, dated May 15, 2002, to the Amended and
                  Restated Agreement and Declaration of Trust of Registrant,
                  dated May 15, 2002.(9)

           -      (c) Amendment No. 2, dated September 23, 2002, to the Amended
                  and Restated Agreement and Declaration of Trust of Registrant,
                  dated May 15, 2002.(10)

           -      (d) Amendment No. 3, dated June 11, 2003, to the Amended and
                  Restated Agreement and Declaration of Trust of Registrant,
                  dated May 15, 2002.(11)

           -      (e) Amendment No. 4, dated July 30, 2003, to the Amended and
                  Restated Agreement and Declaration of Trust of Registrant,
                  dated May 15, 2002.(11)

           -      (f) Amendment No. 5, dated December 10, 2003, to the Amended
                  and Restated Agreement and Declaration of Trust, dated May 15,
                  2002.(12)

           -      (g) Amendment No. 6, dated December 10, 2003, to the Amended
                  and Restated Agreement and Declaration of Trust, dated May 15,
                  2002.(12)

           -      (h) Amendment No. 7, dated December 2, 2004, to the Amended
                  and Restated Agreement and Declaration of Trust, dated May 15,
                  2002.(14)

           -      (i) Amendment No. 8, dated December 2, 2004, to the Amended
                  and Restated Agreement and Declaration of Trust, dated May 15,
                  2004.(14)

           -      (j) Amendment No. 9, dated March 22, 2005, to the Amended and
                  Restated Agreement and Declaration of Trust, dated May 15,
                  2002.(15)


           -      (k) Amendment No. 10, dated June 30, 2005, to the Amended and
                  Restated Agreement and Declaration of Trust, dated May 15,
                  2002.(16)

- (l) Amendment No. 11, dated August 4, 2005, to the Amended and Restated Agreement and Declaration of Trust, dated May 15, 2002.(16)

b  (1)     (a)    Amended and Restated Bylaws of Registrant, adopted effective
                  May 15, 2002.(9)

           (b)    First Amendment to Bylaws of Registrant, adopted effective
                  November 6, 2004.(14)

           (c)    Second Amendment to Bylaws of Registrant, adopted effective
                  September 15, 2004.(14)

c          -      Articles II, VI, VII, VIII and IX of Registrant's Amended and
                  Restated Agreement and Declaration of Trust, as amended, and
                  Articles IV, V and VI of the Amended and Restated Bylaws,
                  define rights of holders of shares.(9)

d  (1)     -      (a) Master Investment Advisory Agreement, dated June 5, 2000,
                  between the Registrant and A I M Advisors, Inc.(6)

C-1

- (b) Amendment No. 1, dated September 11, 2000, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(6)

- (c) Amendment No. 2, dated September 1, 2001, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(8)

- (d) Amendment No. 3, dated July 1, 2002, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(10)

- (e) Amendment No. 4, dated September 23, 2002, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(10)

- (f) Amendment No. 5, dated November 4, 2003, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(12)

- (g) Amendment No. 6, dated March 31, 2004, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(13)

- (h) Amendment No. 7, dated April 30, 2004, to the Master Investment Advisory Agreement, dated June 5, 2000, between the Registrant and A I M Advisors, Inc.(13)

- (i) Amendment No. 8, dated April 29, 2005, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and A I M Advisors, Inc.(16)

- (j) Form of Amendment No. 9, dated October 28, 2005, to the Master Investment Advisory Agreement, dated June 5, 2000, between Registrant and A I M Advisors, Inc.(16)

e  (1)     -      (a) Amended and Restated Master Distribution Agreement, dated
                  as of August 18, 2003, between Registrant (all classes of
                  shares except Class B shares) and A I M Distributors, Inc.(12)

           -      (b) Amendment No. 1 to the Amended and Restated Master
                  Distribution Agreement, dated as of October 29, 2003, between
                  Registrant (all classes of shares except Class B shares) and
                  A I M Distributors, Inc.(12)

           -      (c) Amendment No. 2 to the Amended and Restated Master
                  Distribution Agreement, dated as of November 4, 2003, between
                  Registrant (all classes of shares except Class B shares) and
                  A I M Distributors, Inc.(12)

           -      (d) Amendment No. 3 to the Amended and Restated Master
                  Distribution Agreement, dated as of November 20, 2003, between
                  Registrant (all classes of shares except Class B shares) and
                  A I M Distributors, Inc.(12)

           -      (e) Amendment No. 4 to the Amended and Restated Master
                  Distribution Agreement, dated as of November 24, 2003, between
                  Registrant (all classes of shares except Class B shares) and
                  A I M Distributors, Inc.(12)

C-2

- (f) Amendment No. 5 to the Amended and Restated Master Distribution Agreement, dated as of November 25, 2003, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(12)

- (g) Amendment No. 6 to the Amended and Restated Master Distribution Agreement, dated as of January 6, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc. (13)

- (h) Amendment No. 7 to the Amended and Restated Master Distribution Agreement dated as of March 31, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(13)

- (i) Amendment No. 8 to the Amended and Restated Master Distribution Agreement dated as of April 30, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(13)

- (j) Amendment No. 9 to the Amended and Restated Master Distribution Agreement dated as of September 14, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(14)

- (k) Amendment No. 10 to the Amended and Restated Master Distribution Agreement dated as of September 15, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(14)

- (l) Amendment No. 11 to the Amended and Restated Master Distribution Agreement dated as of October 15, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(14)

- (m) Amendment No. 12 to the Amended and Restated Master Distribution Agreement dated as of November 30, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(14)

- (n) Amendment No. 13 to the Amended and Restated Master Distribution Agreement dated as of December 30, 2004, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(14)

- (o) Amendment No. 14 to the Amended and Restated Master Distribution Agreement dated as of February 25, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(15)

- (p) Amendment No. 15 to the Amended and Restated Master Distribution Agreement dated as of March 15, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(15)

- (q) Amendment No. 16to the Amended and Restated Master Distribution Agreement dated as of April 29, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(16)

- (r) Amendment No. 17 to the Amended and Restated Master Distribution Agreement dated July 13, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(16)

C-3

- (s) Amendment No. 18 to the Amended and Restated Master Distribution Agreement dated July 18, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(16)

- (t) Form of Amendment No. 19 to the Amended and Restated Master Distribution Agreement dated October 17, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(16)

- (u) Form of Amendment No. 20 to the Amended and Restated Master Distribution Agreement dated October 21, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(16)

- (v) Form of Amendment No. 21 to the Amended and Restated Master Distribution Agreement dated October 25, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(16)

- (w) Form of Amendment No. 22 to the Amended and Restated Master Distribution Agreement dated October 28, 2005, between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(16)

(2)     -      (a) Amended and Restated Master Distribution Agreement, dated
               as of August 18, 2003, between Registrant (Class B shares) and
               A I M Distributors, Inc.(12)

        -      (b) Amendment No. 1 to the Amended and Restated Master
               Distribution Agreement, dated as of October 1, 2003, between
               Registrant (Class B shares) and A I M Distributors, Inc.(12)

        -      (c) Amendment No. 2 to the Amended and Restated Master
               Distribution Agreement, dated as of October 29, 2003, between
               Registrant (Class B shares) and A I M Distributors, Inc.(12)

        -      (d) Amendment No. 3 to the Amended and Restated Master
               Distribution Agreement, dated as of November 3, 2003, between
               Registrant (Class B shares) and A I M Distributors, Inc.(12)

        -      (e) Amendment No. 4 to the Amended and Restated Master
               Distribution Agreement, dated as of November 4, 2003, between
               Registrant (Class B shares) and A I M Distributors, Inc.(12)

        -      (f) Amendment No. 5 to the Amended and Restated Master
               Distribution Agreement, dated as of November 20, 2003, between
               Registrant (Class B shares) and A I M Distributors, Inc.(12)

        -      (g) Amendment No. 6 to the Amended and Restated Master
               Distribution Agreement, dated as of November 24, 2003, between
               Registrant (Class B shares) and A I M Distributors, Inc.(12)

        -      (h) Amendment No. 7 to the Amended and Restated Master
               Distribution Agreement, dated as of November 25, 2003, between
               Registrant (Class B shares) and A I M Distributors, Inc.(12)

        -      (i) Amendment No. 8 to the Amended and Restated Master
               Distribution Agreement, dated as of March 31, 2004, between
               Registrant (Class B shares) and A I M Distributors, Inc.(13)

C-4

- (j) Amendment No. 9 to the Amended and Restated Master Distribution Agreement, dated as of April 30, 2004, between Registrant (Class B shares) and A I M Distributors, Inc.(13)

- (k) Amendment No. 10 to the Amended and Restated Master Distribution Agreement, dated as of September 15, 2004, between Registrant (Class B shares) and A I M Distributors, Inc. (14)

- (l) Amendment No. 11 to the Amended and Restated Master Distribution Agreement, dated as of October 15, 2004, between Registrant (Class B shares) and A I M Distributors, Inc.(14)

- (m) Amendment No. 12 to the Amended and Restated Master Distribution Agreement, dated as of December 30, 2004, between Registrant (Class B shares) and A I M Distributors, Inc.(14)

- (n) Amendment No. 13 to the Amended and restated Master Distribution Agreement, dated as of March 15, 2005, between Registrant (Class B shares) and A I M Distributors, Inc.(15)

- (o) Amendment No. 14to the Amended and Restated Master Distribution Agreement, dated as of April 29, 2005, between Registrant (Class B shares) and A I M Distributors, Inc.(16)

- (p) Amendment No. 15, to the Amended and Restated Master Distribution Agreement, dated July 18, 2005, between Registrant (Class B shares) and A I M Distributors, Inc.(16)

- (q) Form of Amendment No. 16 to the Amended and Restated Master Distribution Agreement, dated October 17, 2005, between Registrant (Class B shares) and A I M Distributors, Inc.(16)

- (r) Form of Amendment No. 17 to the Amended and Restated Master Distribution Agreement, dated October 28, 2005, between Registrant (Class B shares) and A I M Distributors, Inc.(16)

   (3)     -      Form of Selected Dealer Agreement for Investment Companies
                  Managed by A I M Advisors, Inc.(6)

   (4)     -      Form of Bank Selling Group Agreement between A I M
                  Distributors, Inc. and banks.(3)

f  (1)     -      AIM Funds Retirement Plan for Eligible Directors/Trustees, as
                  restated October 1, 2001.(7)

   (2)     -      Form of AIM Funds Director Deferred Compensation Agreement for
                  Registrant's Non-Affiliated Directors, as amended September
                  26, 2002.(10)

g  (1)     -      (a) Master Custodian Contract, dated May 1, 2000, between
                  State Street Bank and Trust Company and Registrant.(6)

           -      (b) Amendment No. 1 dated May 1, 2000, to Master Custodian
                  Contract, dated May 1, 2000, between State Street Bank and
                  Trust Company and Registrant.(6)

C-5

           -      (c) Amendment, dated June 29, 2001, to Master Custodian
                  Contract, dated May 1, 2000, between State Street Bank and
                  Trust Company and Registrant.(7)

           -      (d) Amendment, dated April 2, 2002, to the Master Custodian
                  Contract, dated May 1, 2000, between State Street Bank and
                  Trust Company and Registrant.(8)

           -      (e) Amendment, dated September 8, 2004, to the Master
                  Custodian Contract, dated May 1, 2000, between State Street
                  Bank and Trust Company and Registrant.(14)

   (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.(7)

           -      (b) Amendment No 1, dated October 2, 1998, to Subcustodian
                  Agreement among the Registrant, Texas Commerce Bank National
                  Association now known as Chase Bank of Texas, N.A., State
                  Street Bank and Trust Company and A I M Fund Services, Inc.(7)

           -      (c) Amendment No. 2, dated March 15, 2002, to Subcustodian
                  Agreement among the Registrant, JP Morgan Chase Bank (formerly
                  Chase Bank of Texas, N.A., and formerly Texas Commerce Bank
                  National Association), State Street Bank and Trust Company and
                  A I M Fund Services, Inc.(10)

   (3)     -      Subcustodian Agreement, dated January 20, 1993, between State
                  Street Bank and Trust Company and The Bank of New York.(7)

   (4)     -      Foreign Assets Delegation Agreement, dated May 31, 2002,
                  between Registrant and A I M Advisors, Inc.(7)

h  (1)     -      (a) Transfer Agency and Service Agreement between Registrant
                  and AIM Investment Services, Inc., dated July 1, 2004.(14)

   (2)     -      (a) Amended and Restated Master Administrative Services
                  Agreement, dated July 1, 2004, between Registrant and A I M
                  Advisors, Inc.(14)

           -      (b) Amendment No. 1, dated December 2, 2004, to the Master
                  Administrative Services Agreement, dated July 1, 2004, between
                  Registrant and A I M Advisors, Inc.(14)


           -      (c) Amendment No. 2, dated April 29, 2005, to the Master
                  Administrative Services Agreement, dated July 1, 2004, between
                  Registrant and A I M Advisors, Inc.(16)

- (d) Form of Amendment No. 3 to the Master Administrative Services Agreement, dated October 28, 2005, between Registrant and A I M Advisors, Inc.(16)

(3)     -      (a) Memorandum of Agreement, dated October 29, 2003, between
               Registrant and A I M Advisors, Inc. regarding securities
               lending with respect to all Funds.(14)

        -      (b) Memorandum of Agreement, dated January 1, 2005, between
               Registrant and AIM Investment Services, Inc. regarding
               expenses limitations with respect to all Funds.(14)

C-6

- (c) Form of Memorandum of Agreement, dated October 28, 2005, between Registrant and A I M Advisors, Inc., with respect to AIM Income Allocation Fund and AIM International Allocation Fund.(16)

- (d) Memorandum of Agreement, dated May 5, 2005, between Registrant and A I M Advisors, Inc. with respect to AIM Basic Value Fund, AIM Global Equity Fund, AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund.(16)

- (e) Memorandum of Agreement, dated July 1, 2005, between Registrant and A I M Advisors, Inc. with respect to AIM Aggressive Allocation Fund, AIM Conservative Allocation Fund, AIM Global Equity Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund.(16)

   (4)     -      (a) Interfund Loan Agreement, dated September 18, 2001,
                  between Registrant and A I M Advisors, Inc.(7)

           -      (b) Second Amended and Restated Interfund Loan Agreement,
                  dated April 30, 2004, between Registrant and A I M Advisors,
                  Inc. (14)

   (5)     -      Agreement and Plan of Reorganization, dated July 30, 2003,
                  between Registrant and AIM Series Trust, a Delaware statutory
                  trust, previously filed with the Proxy Statement of AIM Series
                  Trust on August 1, 2003, is hereby incorporated by reference.

   (6)     -      Expense Reimbursement Agreement, dated June 30, 2003, between
                  Registrant and A I M Fund Services, Inc. (now known as AIM
                  Investment Services, Inc.)(13)


i          -      Legal Opinion -- Opinion and Consent of Ballard Spahr Andrews
                  & Ingersoll, LLP. (16)



j          -      Other Opinions -- None.


k          -      Omitted Financial Statements - None.


l  (1)     -      (a) Initial Capital Agreement dated April 29, 2004, for AIM
                  Aggressive Allocation Fund, AIM Conservative Allocation Fund
                  and AIM Moderate Allocation Fund.(13)

- (b) Initial Capital Agreement dated April 28, 2005, for AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund.(16)

- (c) Form of Initial Capital Agreement dated October 27, 2005, for AIM Income Allocation Fund and AIM International Allocation Fund.(16)

m  (1)     -      (a) Amended and Restated Master Distribution Plan dated as of
                  August 18, 2003, between Registrant (Class A Shares) and A I M
                  Distributors, Inc.(12)

           -      (b) Amendment No. 1, dated October 29, 2003, to the Amended
                  and Restated Master Distribution Plan between Registrant
                  (Class A Shares) and A I M Distributors, Inc.(12)

           -      (c) Amendment No. 2, dated November 4, 2003, to the Amended
                  and Restated Master Distribution Plan between Registrant
                  (Class A Shares) and A I M Distributors, Inc.(12)

           -      (d) Amendment No. 3, dated November 20, 2003, to the Amended
                  and Restated

C-7

Master Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(12)

- (e) Amendment No. 4, dated November 24, 2003, to the Amended and Restated Master Distribution Plan between Registrant
(Class A Shares) and A I M Distributors, Inc.(12)

- (f) Amendment No. 5, dated November 25, 2003, to the Amended and Restated Master Distribution Plan between Registrant
(Class A Shares) and A I M Distributors, Inc.(12)

- (g) Amendment No. 6, dated March 31, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(13)

- (h) Amendment No. 7, dated April 30, 2004, to the Amended and Restated Master Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(13)

- (i) Amendment No. 8, dated September 15, 2004, to the Amended and Restated Master Distribution Plan between Registrant
(Class A Shares) and A I M Distributors, Inc.(14)

- (j) Amendment No. 9, dated October 15, 2004, to the Amended and Restated Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(14)

- (k) Amendment No. 10, dated December 30, 2004, to the Amended and Restated Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(14)

- (l) Amendment No. 11, dated January 1, 2005, to the Amended and Restated Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(14)

- (m) Amendment No. 12, dated March 15, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(15)

- (n) Amendment No. 13, dated April 29, 2005, to the Amended and Restated Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(16)

- (o) Amendment No. 14, dated July 1, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(16)

- (p) Amendment No. 15, dated July 18, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(16)

- (q) Form of Amendment No. 16, dated October 17, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(16)

C-8

- (r) Form of Amendment No. 17, dated October 28, 2005, to the Amended and Restated Master Distribution Plan between Registrant (Class A Shares) and A I M Distributors, Inc.(16)

(2)     -      (a) Amended and Restated Master Distribution Plan dated as of
               August 18, 2003, between Registrant (Class B Shares) and A I M
               Distributors, Inc.(12)

        -      (b) Amendment No. 1, dated October 29, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class B Shares) and A I M Distributors, Inc.(12)

        -      (c) Amendment No. 2, dated November 4, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class B Shares) and A I M Distributors, Inc.(12)

        -      (d) Amendment No. 3, dated November 20, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class B Shares) and A I M Distributors, Inc.(12)

        -      (e) Amendment No. 4, dated November 24, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class B Shares) and A I M Distributors, Inc.(12)

        -      (f) Amendment No. 5, dated November 25, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class B Shares) and A I M Distributors, Inc.(12)

        -      (g) Amendment No. 6, dated March 31, 2004, to the Amended and
               Restated Master Distribution Plan between Registrant (Class B
               Shares) and A I M Distributors, Inc.(13)

        -      (h) Amendment No. 7, dated April 30, 2004, to the Amended and
               Restated Master Distribution Plan (Class B Shares) and A I M
               Distributors, Inc.(13)

        -      (i) Amendment No. 8, dated September 15, 2004, to the Amended
               and Restated Master Distribution Plan (Class B Shares) and
               A I M Distributors, Inc.(14)

        -      (j) Amendment No. 9, dated October 15, 2004, to the Amended
               and Restated Master Distribution Plan (Class B Shares) and
               A I M Distributors, Inc.(14)

        -      (k) Amendment No. 10, dated December 30, 2004, to the Amended
               and Restated Master Distribution Plan (Class B Shares) and
               A I M Distributors, Inc.(14)

        -      (l) Amendment No. 11, dated March 15, 2005, to the Amended and
               Restated Master Distribution Plan (Class B Shares) and A I M
               Distributors, Inc. (15)


        -      (m) Amendment No. 12, dated April 29, 2005, to the Amended and
               Restated Master Distribution Plan (Class B Shares) and A I M
               Distributors, Inc.(16)

- (n) Amendment No. 13, dated July 18, 2005, to the Amended and Restated Master Distribution Plan (Class B Shares) and A I M Distributors, Inc.(16)

- (o) Form of Amendment No. 14, dated October 17, 2005, to the Amended and Restated Master Distribution Plan (Class B Shares) and A I M Distributors, Inc.(16)

C-9

- (p) Form of Amendment No. 15, dated October 28, 2005, to the Amended and Restated Master Distribution Plan (Class B Shares) and A I M Distributors, Inc.(16)

(3)     -      (a) Amended and Restated Master Distribution Plan dated as of
               August 18, 2003, between Registrant (Class C Shares) and A I M
               Distributors, Inc.(12)

        -      (b) Amendment No. 1, dated October 29, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class C Shares) and A I M Distributors, Inc.(12)

        -      (c) Amendment No. 2, dated November 4, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class C Shares) and A I M Distributors, Inc.(12)

        -      (d) Amendment No. 3, dated November 20, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class C Shares) and A I M Distributors, Inc.(12)

        -      (e) Amendment No. 4, dated November 24, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class C Shares) and A I M Distributors, Inc.(12)

        -      (f) Amendment No. 5, dated November 25, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class C Shares) and A I M Distributors, Inc.(12)

        -      (g) Amendment No. 6, dated March 31, 2004, to the Amended and
               Restated Master Distribution Plan between Registrant (Class C
               Shares) and A I M Distributors, Inc.(13)

        -      (h) Amendment No. 7, dated April 30, 2004, to the Amended and
               Restated Master Distribution Plan between Registrant (Class C
               Shares) and A I M Distributors, Inc.(13)

        -      (i) Amendment No. 8, dated September 15, 2004, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class C Shares) and A I M Distributors, Inc.(14)

        -      (j) Amendment No. 9, dated October 15, 2004, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class C Shares) and A I M Distributors, Inc.(14)

        -      (k) Amendment No. 10, dated December 30, 2004, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class C Shares) and A I M Distributors, Inc.(14)

        -      (l) Amendment No. 11, dated March 15, 2005, to the Amended and
               Restated Master Distribution Plan between Registrant (Class C
               Shares) and A I M Distributors, Inc.(15)


        -      (m) Amendment No. 12, dated April 29, 2005, to the Amended and
               Restated Master Distribution Plan between Registrant (Class C
               Shares) and A I M Distributors, Inc.(16)

C-10

- (n) Amendment No. 13, dated July 18, 2005, to the Amended and Restated Master Distribution Plan (Class C Shares) and A I M Distributors, Inc.(16)

- (o) Form of Amendment No. 14, dated October 17, 2005, to the Amended and Restated Master Distribution Plan (Class C Shares) and A I M Distributors, Inc.(16)

- (p) Form of Amendment No. 15, dated October 28, 2005, to the Amended and Restated Master Distribution Plan (Class C Shares) and A I M Distributors, Inc.(16)

(4)     -      (a) Amended and Restated Master Distribution Plan dated as of
               August 18, 2003, between Registrant (Class R Shares) and A I M
               Distributors, Inc.(12)

        -      (b) Amendment No. 1, dated November 4, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class R Shares) and A I M Distributors, Inc.(12)

        -      (c) Amendment No. 2, dated November 24, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class R Shares) and A I M Distributors, Inc.(12)

        -      (d) Amendment No. 3, dated November 25, 2003, to the Amended
               and Restated Master Distribution Plan between Registrant
               (Class R Shares) and A I M Distributors, Inc.(12)

        -      (e) Amendment No. 4, dated April 30, 2004, to the Amended and
               Restated Master Distribution Plan between Registrant (Class R
               Shares) and A I M Distributors, Inc.(13)

        -      (f) Amendment No. 5, dated September 14, 2004, to the Amended
               and Restated Master Distribution Plan (Class R Shares) and
               A I M Distributors, Inc.(14)

        -      (g) Amendment No. 6, dated October 15, 2004, to the Amended
               and Restated Master Distribution Plan (Class R Shares) and
               A I M Distributors, Inc.(14)


        -      (h) Amendment No. 7, dated April 29, 2005, to the Amended and
               Restated Master Distribution Plan (Class R Shares) and A I M
               Distributors, Inc.(16)

- (i) Amendment No. 8, dated July 18, 2005, to the Amended and Restated Master Distribution Plan (Class R Shares) and A I M Distributors, Inc.(16)

- (j) Form of Amendment No. 9, dated October 25, 2005, to the Amended and Restated Master Distribution Plan (Class R Shares) and A I M Distributors, Inc.(16)

- (k) Form of Amendment No. 10, dated October 28, 2005, to the Amended and Restated Master Distribution Plan (Class R Shares) and A I M Distributors, Inc.(16)

(5)     -      Form of Master Related Agreement to Amended and Restated
               Master Distribution Plan (Class A Shares).(16)


(6)     -      Form of Master Related Agreement to Amended and Restated
               Master Distribution Plan (Class C Shares).(11)

(7)     -      Form of Master Related Agreement to Amended and Restated
               Master Distribution Plan (Class R Shares).(11)

C-11

   (8)     -      Form of Shareholder Service Agreement to be used in connection
                  with Registrant's Distribution Plans.(6)

   (9)     -      Form of Bank Shareholder Service Agreement to be used in
                  connection with Registrant's Distribution Plans.(6)

   (10)    -      Form of Variable Group Annuity Contractholder Service
                  Agreement.(6)

   (11)    -      Form of Agency Pricing Agreement (for Class A Shares) to be
                  used in connection with Registrant's Master Distribution
                  Plans.(10)

   (12)    -      Forms of Shareholder Service Agreements for Bank Trust
                  Department and for Brokers for Bank Trust Departments to be
                  used in connection with Registrant's Distribution Plans.(6)

   (13)    -      Form of Shareholder Service Agreement for Shares of the Mutual
                  Funds to be used in connection with Registrant's Master
                  Distribution Plan.(6)


n  (1)     -      Seventh Amended and Restated Multiple Class Plan of The AIM
                  Family of Funds Registered Trademark, effective December 12,
                  2001, as amended and restated March 4, 2002, as amended and
                  restated October 31, 2002, as further amended and restated
                  effective July 21, 2003, as further amended and restated
                  effective August 18, 2003, as further amended and restated
                  effective May 12, 2004, as further amended and restated
                  effective February 25, 2005 and as further amended and
                  restated June 30, 2005.(16)



   (2)     -      Eighth Amended and Restated Multiple Class Plan of The AIM
                  Family of Funds Registered Trademark, effective December 12,
                  2001, as amended and restated March 4, 2002, as amended and
                  restated October 31, 2002, as further amended and restated
                  effective July 21, 2003, as further amended and restated
                  effective August 18, 2003, as further amended and restated
                  effective May 12, 2004, as further amended and restated
                  effective February 25, 2005, as further amended and restated
                  effective June 30, 2005 and as further amended and restated
                  effective August 4, 2005.(16)


o          -      Reserved.

p  (1)     -      A I M Management Group Inc. Code of Ethics, adopted May 1,
                  1981, as last amended effective January 1, 2005, relating to A
                  I M Management Group Inc. and A I M Advisors, Inc. and its
                  wholly owned and indirect subsidiaries.(14)

   (2)     -      Code of Ethics of AIM Growth Series, effective as of September
                  28, 2000.(6)

q          -      Powers of attorney for Baker, Bunch, Crockett, Dowden, Dunn,
                  Fields, Frischling, Graham, Lewis, Mathai-Davis, Pennock,
                  Quigley, Soll, and Williamson.(14)

C-12


(1) Incorporated by reference to PEA No. 43, filed on June 1, 1998.
(2) Incorporated by reference to PEA No. 45, filed on August 26, 1998.
(3) Incorporated by reference to PEA No. 46, filed on February 12, 1999.
(4) Incorporated by reference to PEA No. 47, filed on April 14, 1999.
(5) Incorporated by reference to PEA No. 48, filed on April 28, 2000.
(6) Incorporated by reference to PEA No. 49, filed on April 24, 2001.
(7) Incorporated by reference to PEA No. 50, filed on December 28, 2001.
(8) Incorporated by reference to PEA No. 51, filed on April 26, 2002.
(9) Incorporated by reference to PEA No. 52, filed on April 24, 2003.
(10) Incorporated by reference to PEA No. 53, filed on April 24, 2003.
(11) Incorporated by reference to PEA No. 54, filed on August 28, 2003.
(12) Incorporated by reference to PEA No. 55, filed on February 13, 2004.
(13) Incorporated by reference to PEA No. 56, filed on April 30, 2004.
(14) Incorporated by reference to PEA No. 57, filed on February 11, 2005.

(15) Incorporated by reference to PEA No. 58 filed on April 26, 2005.

(16) 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 of Registrant, dated May 15, 2002, as amended, provides, among other things (i) that trustees and officers of the Registrant, when acting as such, shall not be personally liable for any act, omission or obligation of the Registrant or any trustee or officer (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, officers, employees and agents of the Registrant to the fullest extent permitted by the Delaware Statutory Trust Act and Bylaws and other applicable law; (iii) that shareholders of the Registrant shall not be personally liable for the debts, liabilities, obligations or expenses of the Registrant or any portfolio or class; and (iv) for the indemnification by the Registrant, out of the assets belonging to the applicable portfolio, of shareholders and former shareholders of the Registrant in case they are held personally liable solely by reason of being or having been shareholders of the Registrant or any portfolio or class and not because of their acts or omissions or for some other reason.

A I M Advisors, Inc. ("AIM"), the Registrant and other investment companies managed by AIM, 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 and certain other domestic insurers, with limits up to $60,000,000 (plus an additional $20,000,000 limit that applies to independent directors/trustees only).

Section 16 of the Master Investment Advisory Agreement between the Registrant and AIM provides that in the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of AIM or any of its officers, directors or employees, that AIM shall not be subject to liability to the Registrant or to any series of the Registrant, or to any shareholder of any series of the Registrant for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security. Any liability of AIM to any series of the Registrant shall not automatically impart liability on the part of AIM to any other series of the Registrant. No series of the Registrant shall be liable for the obligations of any other series of the Registrant.

C-13

Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the "Act") may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in 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 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 Counselor Series Trust
AIM Equity Funds
AIM Floating Rate Fund
AIM Funds Group
AIM International Mutual Funds AIM Investment Funds
AIM Investment Securities Funds AIM Sector Funds
AIM Special Opportunities Funds AIM Stock Funds

AIM Summit Fund

AIM Tax-Exempt Funds
AIM Treasurer's Series Trust
AIM Variable Insurance Funds

(b)

Name and Principal Business    Positions and Offices
          Address*                with Underwriter       Positions and Offices with Fund
          --------                ----------------       -------------------------------

Gene L. Needles               Chairman, Director,        None
                              Chief Executive Officer
                              and President

Mark H. Williamson            Director                   Trustee & Executive Vice
                                                         President

John S. Cooper                Executive Vice President   None

C-14

Name and Principal Business    Positions and Offices with
          Address*                    Underwriter              Positions and Offices with Fund
          --------                    -----------              -------------------------------

James L. Salners              Executive Vice President         None

James E. Stueve               Executive Vice President         None

Michael A. Bredlau            Senior Vice President            None

Kevin M. Carome               Senior Vice President            Senior Vice President,
                                                               Secretary and Chief Legal Officer

Glenda A. Dayton              Senior Vice President            None

Lawrence E. Manierre          Senior Vice President            None

Ivy B. McLemore               Senior Vice President            None

David J. Nardecchia           Senior Vice President            None

Margaret A. Vinson            Senior Vice President            None

William J. Wendel             Senior Vice President            None

Gary K. Wendler               Senior Vice President            None

Scott B. Widder               Senior Vice President            None

Dawn M. Hawley                Vice President and Treasurer     None

Ofelia M. Mayo                Vice President, General          Assistant Secretary
                              Counsel & Assistant Secretary

Rebecca Starling-Klatt        Chief Compliance Officer and     Anti-Money Laundering
                              Assistant Vice President         Compliance Officer


Kathleen J. Pflueger          Secretary                  Assistant Secretary


* 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173

(c) Not applicable

Item 28. Location of Accounts and Records

Accounts, books and other records required by Rules 31a-1 and 31a-2 under the Investment Company Act of 1940, as amended, are maintained and held in the offices of the Registrant and its custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110.

Records covering shareholder accounts and portfolio transactions are also maintained and kept by the Registrant's Transfer Agent, AIM Investment Services, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046, and by the Registrant's custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110.

C-15

Item 29. Management Services

None.

Item 30. Undertakings

None.

C-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant 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 11th day of August, 2005.

REGISTRANT: AIM GROWTH SERIES

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                      Trustee & President              August 11, 2005
----------------------------------        (Principal Executive Officer)
      (Robert H. Graham)

     /s/ Bob R. Baker*                              Trustee                     August 11, 2005
----------------------------------
        (Bob R. Baker)

     /s/ Frank S. Bayley*                           Trustee                     August 11, 2005
----------------------------------
       (Frank S. Bayley)

     /s/ James T. Bunch*                            Trustee                     August 11, 2005
----------------------------------
       (James T. Bunch)

     /s/ Bruce L. Crockett*                     Chair & Trustee                 August 11, 2005
----------------------------------
      (Bruce L. Crockett)

     /s/ Albert R. Dowden*                          Trustee                     August 11, 2005
----------------------------------
      (Albert R. Dowden)

     /s/ Edward K. Dunn, Jr.*                       Trustee                     August 11, 2005
----------------------------------
     (Edward K. Dunn, Jr.)

     /s/ Jack M. Fields*                            Trustee                     August 11, 2005
----------------------------------
       (Jack M. Fields)

     /s/ Carl Frischling*                           Trustee                     August 11, 2005
----------------------------------
       (Carl Frischling)

     /s/ Gerald J. Lewis*                           Trustee                     August 11, 2005
----------------------------------
       (Gerald J. Lewis)

     /s/ Prema Mathai-Davis*                        Trustee                     August 11, 2005
----------------------------------
     (Prema Mathai-Davis)

     /s/ Lewis F. Pennock*                          Trustee                     August 11, 2005
----------------------------------
      (Lewis F. Pennock)

     /s/ Ruth H. Quigley*                           Trustee                     August 11, 2005
----------------------------------
      (Ruth H. Quigley)


            /s/ Larry Soll*                                Trustee                     August 11, 2005
       ----------------------------------
                (Larry Soll)

            /s/ Mark H. Williamson*                        Trustee &                   August 11, 2005
       ----------------------------------          Executive Vice President
             (Mark H. Williamson)


       /s/ SIDNEY M. DILGREN                      Vice President & Treasurer           August 11, 2005
       ----------------------------------          (Principal Financial and
            (Sidney M. Dilgren)                       Accounting Officer)

*By    /s/ ROBERT H. GRAHAM
       ----------------------------------
              Robert H. Graham
              Attorney-in-Fact

Robert H. Graham, pursuant to powers of attorney dated November 16, 2004 and filed herewith.


INDEX

Exhibit
Number           Description
------           -----------

a(1)(k)          Amendment No. 10, dated June 30, 2005, to the Amended and
                 Restated Agreement and Declaration of Trust, dated May 15, 2002

a(1)(l)          Amendment No. 11, dated August 4, 2005, to the Amended and
                 Restated Agreement and Declaration of Trust, dated May 15, 2002

d(1)(i)          Amendment No. 8, dated April 29, 2005, to the Master Investment
                 Advisory Agreement, dated June 5, 2000, between the Registrant
                 and A I M Advisors, Inc.

d(1)(j)          Form of Amendment No. 9, dated October 28, 2005, to the Master
                 Investment Advisory Agreement, dated June 5, 2000, between the
                 Registrant and A I M Advisors, Inc.

e(1)(q)          Amendment No. 16 to the Amended and Restated Master
                 Distribution Agreement dated as of April 29, 2005, between
                 Registrant (all classes of shares except Class B shares) and
                 A I M Distributors, Inc.

e(1)(r)          Amendment No. 17 to the Amended and Restated Master
                 Distribution Agreement dated July 13, 2005, between Registrant
                 (all classes of shares except Class B shares) and A I M
                 Distributors, Inc.

e(1)(s)          Amendment No. 18 to the Amended and Restated Master
                 Distribution Agreement dated July 18, 2005, between Registrant
                 (all classes of shares except Class B shares) and A I M
                 Distributors, Inc.

e(1)(t)          Form of Amendment No. 19 to the Amended and Restated Master
                 Distribution Agreement dated October 17, 2005, between
                 Registrant (all classes of shares except Class B shares) and
                 A I M Distributors, Inc.

e(1)(u)          Form of Amendment No. 20 to the Amended and Restated Master
                 Distribution Agreement dated October 21, 2005, between
                 Registrant (all classes of shares except Class B shares) and
                 A I M Distributors, Inc.

e(1)(v)          Form of Amendment No. 21 to the Amended and Restated Master
                 Distribution Agreement dated October 25, 2005, between
                 Registrant (all classes of shares except Class B shares) and
                 A I M Distributors, Inc.

e(1)(w)          Form of Amendment No. 22 to the Amended and Restated Master
                 Distribution Agreement dated October 28, 2005, between
                 Registrant (all classes of shares except Class B shares) and
                 A I M Distributors, Inc.

e(2)(o)          Amendment No. 14 to the Amended and Restated Master
                 Distribution Agreement, dated as of April 29, 2005, between
                 Registrant (Class B shares) and A I M Distributors, Inc.

e(2)(p)          Amendment No. 15, to the Amended and Restated Master
                 Distribution Agreement, dated July 18, 2005, between Registrant
                 (Class B shares) and A I M Distributors, Inc.

e(2)(q)          Form of Amendment No. 16 to the Amended and Restated Master
                 Distribution Agreement, dated October 17, 2005, between
                 Registrant (Class B shares) and A I M Distributors, Inc.

e(2)(r)          Form of Amendment No. 17 to the Amended and Restated Master
                 Distribution Agreement, dated October 28, 2005, between
                 Registrant (Class B shares) and A I M Distributors, Inc.

h(2)(c)          Amendment No. 2, dated April 29, 2005, to the Master
                 Administrative Services Agreement, dated July 1, 2004, between
                 Registrant and A I M Advisors, Inc.

h(2)(d)          Form of Amendment No. 3 to the Master Administrative Services
                 Agreement, dated October 28, 2005, between Registrant and A I M
                 Advisors, Inc.

h(3)(c)          Form of Memorandum of Agreement, dated October 28, 2005,
                 between Registrant and A I M Advisors, Inc., with respect to
                 AIM Income Allocation Fund and AIM International Allocation
                 Fund

h(3)(d)          Memorandum of Agreement, dated May 5, 2005, between Registrant
                 and A I M Advisors, Inc. with respect to AIM Basic Value Fund,
                 AIM Global Equity Fund, AIM Mid Cap Core Equity Fund and AIM
                 Small Cap Growth Fund

h(3)(e)          Memorandum of Agreement, dated July 1, 2005, between Registrant
                 and A I M Advisors, Inc. with respect to AIM Aggressive
                 Allocation Fund, AIM Conservative Allocation Fund, AIM Global
                 Equity Fund, AIM Moderate Allocation Fund, AIM Moderate Growth
                 Allocation Fund and AIM Moderately Conservative Allocation Fund

i                Legal Opinion -- Opinion and Consent of Ballard Spahr Andrews &
                 Ingersoll, LLP.

l(1)(b)          Initial Capital Agreement dated April 28, 2005, for AIM Growth
                 Allocation Fund and AIM Moderately Conservative Allocation Fund

l(1)(c)          Form of Initial Capital Agreement dated October 27, 2005, for
                 AIM Income Allocation Fund and AIM International Allocation
                 Fund

m(1)(n)          Amendment No. 13, dated April 29, 2005, to the Amended and
                 Restated Distribution Plan between Registrant (Class A Shares)
                 and A I M Distributors, Inc.

m(1)(o)          Amendment No. 14, dated July 1, 2005, to the Amended and
                 Restated Master Distribution Plan between Registrant (Class A
                 Shares) and A I M Distributors, Inc.

m(1)(p)          Amendment No. 15, dated July 18, 2005, to the Amended and
                 Restated Master Distribution Plan between Registrant (Class A
                 Shares) and A I M Distributors, Inc.

m(1)(q)          Form of Amendment No. 16, dated October 17, 2005, to the
                 Amended and Restated Master Distribution Plan between
                 Registrant (Class A Shares) and A I M Distributors, Inc.

m(1)(r)          Form of Amendment No. 17, dated October 28, 2005, to the
                 Amended and Restated Master Distribution Plan between
                 Registrant (Class A Shares) and A I M Distributors, Inc.

m(2)(m)          Amendment No. 12, dated April 29, 2005, to the Amended and
                 Restated Master Distribution Plan (Class B Shares) and A I M
                 Distributors, Inc.

m(2)(n)          Amendment No. 13, dated July 18, 2005, to the Amended and
                 Restated Master Distribution Plan (Class B Shares) and A I M
                 Distributors, Inc.

m(2)(o)          Form of Amendment No. 14, dated October 17, 2005, to the
                 Amended and Restated Master Distribution Plan (Class B Shares)
                 and A I M Distributors, Inc.

m(2)(p)          Form of Amendment No. 15, dated October 28, 2005, to the
                 Amended and Restated Master Distribution Plan (Class B Shares)
                 and A I M Distributors, Inc.

m(3)(m)          Amendment No. 12, dated April 29, 2005, to the Amended and
                 Restated Master Distribution Plan between Registrant (Class C
                 Shares) and A I M Distributors, Inc.

m(3)(n)          Amendment No. 13, dated July 18, 2005, to the Amended and
                 Restated Master Distribution Plan (Class C Shares) and A I M
                 Distributors, Inc.

m(3)(o)          Form of Amendment No. 14, dated October 17, 2005, to the
                 Amended and Restated Master Distribution Plan (Class C Shares)
                 and A I M Distributors, Inc.

m(3)(p)          Form of Amendment No. 15, dated October 28, 2005, to the
                 Amended and Restated Master Distribution Plan (Class C Shares)
                 and A I M Distributors, Inc.

m(4)(h)          Amendment No. 7, dated April 29, 2005, to the Amended and
                 Restated Master Distribution Plan (Class R Shares) and A I M
                 Distributors, Inc.

m(4)(i)          Amendment No. 8, dated July 18, 2005, to the Amended and
                 Restated Master Distribution Plan (Class R Shares) and A I M
                 Distributors, Inc.

m(4)(j)          Form of Amendment No. 9, dated October 25, 2005, to the Amended
                 and Restated Master Distribution Plan (Class R Shares) and
                 A I M Distributors, Inc.

m(4)(k)          Form of Amendment No. 10, dated October 28, 2005, to the
                 Amended and Restated Master Distribution Plan (Class R Shares)
                 and A I M Distributors, Inc.

m(5)             Form of Master Related Agreement to Amended and Restated Master
                 Distribution Plan (Class A Shares)

n(1)             Seventh Amended and Restated Multiple Class Plan of The AIM
                 Family of Funds Registered Trademark, effective December 12,
                 2001, as amended and restated March 4, 2002, as amended and
                 restated October 31, 2002, as further amended and restated
                 effective July 21, 2003, as further amended and restated
                 effective August 18, 2003, as further amended and restated
                 effective May 12, 2004, as further amended and restated
                 effected February 25, 2005 and as further amended and restated
                 June 30, 2005

n(2)             Eighth Amended and Restated Multiple Class Plan of The AIM
                 Family of Funds Registered Trademark, effective December 12,
                 2001, as amended and restated March 4, 2002, as amended and
                 restated October 31, 2002, as further amended and restated
                 effective July 21, 2003, as further amended and restated
                 effective August 18, 2003, as further amended and restated
                 effective May 12, 2004, as further amended and restated
                 effected February 25, 2005, as further amended and restated
                 June 30, 2005 and as further amended and restated effective
                 August 4, 2005


AMENDMENT NO. 10
TO THE
AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
OF
AIM GROWTH SERIES

This Amendment No. 10 ("Amendment") to the Amended and Restated Agreement and Declaration of Trust of AIM Growth Series amends, effective as of October 28, 2005, the Amended and Restated Agreement and Declaration of Trust of AIM Growth Series (the "Trust") dated as of May 15, 2002, as amended (the "Agreement").

Under Section 9.7 of the Agreement, a duly authorized officer of the Trust may execute this Amendment.

WHEREAS, the Trust desires to amend the Agreement to add two new portfolios - AIM Income Allocation Fund and AIM International Allocation Fund;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Schedule A of the Agreement is amended and restated to read in its entirety as set forth on Exhibit 1 to the Amendment.

2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment.

3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of June 30, 2005.

By:  /s/ ROBERT H. GRAHAM
     --------------------
         Name: Robert H. Graham
         Title: President


Exhibit 1 TO AMENDMENT No. 10
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF AIM GROWTH SERIES

SCHEDULE A
AIM GROWTH SERIES
PORTFOLIOS AND CLASSES THEREOF

         PORTFOLIO                                    CLASSES OF EACH PORTFOLIO
         ---------                                    -------------------------
AIM Basic Value Fund                                  Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Class Shares

AIM Conservative Allocation Fund                      Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Class Shares

AIM Global Equity Fund                                Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Institutional Class Shares

AIM Growth Allocation Fund                            Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Class Shares

AIM Income Allocation Fund                            Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Shares

AIM International Allocation Fund                     Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Shares

AIM Mid Cap Core Equity Fund                          Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Class Shares


         PORTFOLIO                                    CLASSES OF EACH PORTFOLIO
         ---------                                    -------------------------
AIM Moderate Allocation Fund                          Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Class Shares

AIM Moderate Growth Allocation Fund                   Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Class Shares

AIM Moderately Conservative Allocation Fund           Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Class Shares

AIM Small Cap Growth Fund                             Class A Shares
                                                      Class B Shares
                                                      Class C Shares
                                                      Class R Shares
                                                      Institutional Class Shares


AMENDMENT NO. 11
TO THE
AMENDED AND RESTATED AGREEMENT
AND DECLARATION OF TRUST
OF
AIM GROWTH SERIES

This Amendment No. 11 ("Amendment") to the Amended and Restated Agreement and Declaration of Trust of AIM Growth Series amends the Amended and Restated Agreement and Declaration of Trust of AIM Growth Series (the "Trust") dated as of May 15, 2002, as amended (the "Agreement").

Under Section 9.7 of the Agreement, a duly authorized officer of the Trust may execute this Amendment.

WHEREAS, the Trust desires to amend the Agreement to add Class R Shares to AIM Global Equity Fund;

NOW, THEREFORE, the Agreement is hereby amended as follows:

1. Schedule A of the Agreement is amended and restated to read in its entirety as set forth on Exhibit 1 to the Amendment.

2. All references in the Agreement to "this Agreement" shall mean the Agreement as amended by this Amendment.

3. Except as specifically amended by this Amendment, the Agreement is hereby confirmed and remains in full force and effect.

IN WITNESS WHEREOF, the undersigned, a duly authorized officer of the Trust, has executed this Amendment as of August 4, 2005.

By:  /s/ ROBERT H. GRAHAM
     --------------------
         Name:  Robert H. Graham
         Title: President


Exhibit 1 TO AMENDMENT No. 11
TO
AMENDED AND RESTATED
AGREEMENT AND DECLARATION OF TRUST
OF AIM GROWTH SERIES

"SCHEDULE A
AIM GROWTH SERIES
PORTFOLIOS AND CLASSES THEREOF

         PORTFOLIO                                   CLASSES OF EACH PORTFOLIO
         ---------                                   -------------------------
AIM Basic Value Fund                                 Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares

AIM Conservative Allocation Fund                     Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares

AIM Global Equity Fund                               Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares

AIM Growth Allocation Fund                           Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares

AIM Income Allocation Fund                           Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares

AIM International Allocation Fund                    Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares


         PORTFOLIO                                   CLASSES OF EACH PORTFOLIO
         ---------                                   -------------------------
AIM Mid Cap Core Equity Fund                         Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares

AIM Moderate Allocation Fund                         Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares

AIM Moderate Growth Allocation Fund                  Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares

AIM Moderately Conservative Allocation Fund          Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares

AIM Small Cap Growth Fund                            Class A Shares
                                                     Class B Shares
                                                     Class C Shares
                                                     Class R Shares
                                                     Institutional Class Shares"


AMENDMENT NO. 8
TO
MASTER INVESTMENT ADVISORY AGREEMENT

This Amendment dated as of April 29, 2005, amends the Master Investment Advisory Agreement (the "Agreement"), dated June 5, 2000, between AIM Growth Series, a Delaware statutory trust, and A I M Advisors, Inc., a Delaware corporation.

WITNESSETH:

WHEREAS, the parties desire to amend the Agreement to add two new portfolios - AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund and to change the name of AIM Aggressive Allocation Fund to AIM Growth Allocation 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 Basic Value Fund                                       June 5, 2000

AIM Conservative Allocation Fund                          April 30, 2004

AIM Global Equity Fund                                   November 4, 2003

AIM Growth Allocation Fund                                April 30, 2004

AIM Mid Cap Core Equity Fund                             September 1, 2001

AIM Moderate Allocation Fund                              April 30, 2004

AIM Moderate Growth Allocation Fund                       April 29, 2005

AIM Moderately Conservative Allocation Fund               April 29, 2005

AIM Small Cap Growth Fund                               September 11, 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 BASIC VALUE FUND
AIM MID CAP CORE EQUITY FUND
AIM SMALL CAP GROWTH FUND

NET ASSETS                                                           ANNUAL RATE
----------                                                           -----------
First $500 million...................................................  0.725%
Next $500 million....................................................  0.70%
Next $500 million....................................................  0.675%
Excess over $1.5 billion.............................................  0.65%

AIM GLOBAL EQUITY' FUND

NET ASSETS                                                           ANNUAL RATE
First $500 million...................................................  0.975%
Next $500 million....................................................  0.95%
Next $500 million....................................................  0.925%
On amounts thereafter................................................  0.90%

AIM CONSERVATIVE ALLOCATION FUND
AIM GROWTH ALLOCATION FUND
AIM MODERATE ALLOCATION FUND
AIM MODERATE GROWTH ALLOCATION FUND
AIM MODERATELY CONSERVATIVE ALLOCATION FUND

These five funds do not pay an advisory fee."

2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

2

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.

AIM GROWTH SERIES

Attest::  /s/ P. MICHELLE GRACE         By:  /s/ ROBERT H. GRAHAM
          ---------------------              --------------------
              Assistant Secretary                Robert H. Graham
                                                 President

(SEAL)

                                        A I M ADVISORS, INC.


Attest:   /s/ P. MICHELLE GRACE         By:  /s/ ROBERT H. GRAHAM
          ---------------------              --------------------
              Assistant Secretary                Mark H. Williamson
                                                 President

(SEAL)

3

AMENDMENT NO. 9
TO
MASTER INVESTMENT ADVISORY AGREEMENT

This Amendment dated as of October 28, 2005, amends the Master Investment Advisory Agreement (the "Agreement"), dated June 5, 2000, between AIM Growth Series, a Delaware statutory trust, and A I M Advisors, Inc., a Delaware corporation.

WITNESSETH:

WHEREAS, the parties desire to amend the Agreement to add two new portfolios - AIM Income Allocation Fund and AIM International Allocation 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 Basic Value Fund                                      June 5, 2000

AIM Conservative Allocation Fund                         April 30, 2004

AIM Global Equity Fund                                  November 4, 2003

AIM Growth Allocation Fund                               April 30, 2004

AIM Income Allocation Fund                              October 28, 2005

AIM International Allocation Fund                       October 28, 2005

AIM Mid Cap Core Equity Fund                            September 1, 2001

AIM Moderate Allocation Fund                             April 30, 2004

AIM Moderate Growth Allocation Fund                      April 29, 2005

AIM Moderately Conservative Allocation Fund              April 29, 2005

AIM Small Cap Growth Fund                              September 11, 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 BASIC VALUE FUND
AIM MID CAP CORE EQUITY FUND
AIM SMALL CAP GROWTH FUND

NET ASSETS                                                           ANNUAL RATE
----------                                                           -----------
First $500 million...................................................  0.725%
Next $500 million....................................................  0.70%
Next $500 million....................................................  0.675%
Excess over $1.5 billion.............................................  0.65%

AIM GLOBAL EQUITY FUND

NET ASSETS                                                           ANNUAL RATE
----------                                                           -----------
First $500 million...................................................  0.975%
Next $500 million....................................................  0.95%
Next $500 million....................................................  0.925%
On amounts thereafter................................................  0.90%

AIM CONSERVATIVE ALLOCATION FUND
AIM GROWTH ALLOCATION FUND
AIM INCOME ALLOCATION FUND
AIM INTERNATIONAL ALLOCATION FUND
AIM MODERATE ALLOCATION FUND
AIM MODERATE GROWTH ALLOCATION FUND
AIM MODERATELY CONSERVATIVE ALLOCATION FUND

These seven funds do not pay an advisory fee."

2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

2

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.

AIM GROWTH SERIES

Attest::                                By:
        ----------------------------         -----------------------------------
        Assistant Secretary                      Robert H. Graham
                                                 President

(SEAL)

A I M ADVISORS, INC.

Attest:                                 By:
       -----------------------------         -----------------------------------
              Assistant Secretary                Mark H. Williamson
                                                 President

(SEAL)

3

AMENDMENT NO. 16 TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to add AIM Global Real Estate Fund, AIM Moderate Growth Allocation Fund, AIM Moderately Conservative Allocation Fund, Institutional Class Shares of AIM Intermediate Government Fund and AIM Small Cap Equity Fund; and Investor Class Shares of AIM Basic Balanced Fund, AIM Diversified Dividend Fund and AIM Global Health Care Fund; and

WHEREAS, the parties desire to amend the Agreement to change the name of AIM Aggressive Allocation Fund to AIM Growth Allocation;

NOW, THEREFORE, agree as follows:

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COMBINATION STOCK & BOND FUNDS

        AIM Core Stock Fund -                             Class A
                                                          Class C
                                                          Class K
                                                          Investor Class

        AIM Total Return Fund -                           Class A
                                                          Class C
                                                          Class K
                                                          Institutional Class
                                                          Investor Class

AIM COUNSELOR SERIES TRUST

        AIM Advantage Health Sciences Fund -              Class A
                                                          Class C


        AIM Multi-Sector Fund -                           Class A
                                                          Class C
                                                          Institutional Class

AIM EQUITY FUNDS

        AIM Aggressive Growth Fund -                      Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Blue Chip Fund -                              Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Capital Development Fund -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Charter Fund -                                Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Constellation Fund -                          Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Dent Demographic Trends Fund -                Class A
                                                          Class C

        AIM Diversified Dividend Fund -                   Class A
                                                          Class C
                                                          Investor Class

        AIM Emerging Growth Fund -                        Class A
                                                          Class C

        AIM Large Cap Basic Value Fund -                  Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Large Cap Growth Fund -                       Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

2

        AIM Mid Cap Growth Fund -                         Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Select Basic Value Fund -                     Class A
                                                          Class C

        AIM Weingarten Fund -                             Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM FUNDS GROUP

        AIM Balanced Fund -                               Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Basic Balanced Fund -                         Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM European Small Company Fund -                 Class A
                                                          Class C

        AIM Global Value Fund -                           Class A
                                                          Class C

        AIM International Small Company Fund -            Class A
                                                          Class C

        AIM Mid Cap Basic Value Fund -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Premier Equity Fund -                         Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Select Equity Fund -                          Class A
                                                          Class C

        AIM Small Cap Equity Fund -                       Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

3

AIM GROWTH SERIES

        AIM Basic Value Fund -                            Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Conservative Allocation Fund -                Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Global Equity Fund -                          Class A
                                                          Class C
                                                          Institutional Class

        AIM Growth Allocation Fund -                      Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Mid Cap Core Equity Fund -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Moderate Allocation Fund -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Moderate Growth Allocation Fund -             Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Moderately Conservative Allocation Fund -     Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Small Cap Growth Fund -                       Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM INTERNATIONAL MUTUAL FUNDS

        AIM Asia Pacific Growth Fund -                    Class A
                                                          Class C

        AIM European Growth Fund -                        Class A
                                                          Class C
                                                          Class R
                                                          Investor Class

4

        AIM Global Aggressive Growth Fund -               Class A
                                                          Class C

        AIM Global Growth Fund -                          Class A
                                                          Class C

        AIM International Core Equity Fund -              Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM International Growth Fund -                   Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM INVESTMENT FUNDS

        AIM Developing Markets Fund -                     Class A
                                                          Class C

        AIM Global Health Care Fund -                     Class A
                                                          Class C
                                                          Investor Class

        AIM Libra Fund -                                  Class A
                                                          Class C

        AIM Trimark Endeavor Fund -                       Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Trimark Fund -                                Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Trimark Small Companies Fund -                Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM INVESTMENT SECURITIES FUNDS

        AIM Global Real Estate Fund  -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM High Yield Fund -                             Class A
                                                          Class C
                                                          Institutional Class
                                                          Investor Class

5

        AIM Income Fund -                               Class A
                                                        Class C
                                                        Class R
                                                        Investor Class

        AIM Intermediate Government Fund -              Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class
                                                        Investor Class

        AIM Limited Maturity Treasury Fund -            Class A
                                                        Class A3
                                                        Institutional Class

        AIM Money Market Fund -                         AIM Cash Reserve Shares
                                                        Class C
                                                        Class R
                                                        Institutional Class
                                                        Investor Class

        AIM Municipal Bond Fund -                       Class A
                                                        Class C
                                                        Investor Class

        AIM Real Estate Fund -                          Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class
                                                        Investor Class

        AIM Short Term Bond Fund -                      Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

        AIM Total Return Bond Fund -                    Class A
                                                        Class C
                                                        Class R
                                                        Institutional Class

AIM SECTOR FUNDS

        AIM Energy Fund -                             Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

        AIM Financial Services Fund -                 Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

6

        AIM Gold & Precious Metals Fund -             Class A
                                                      Class C
                                                      Investor Class

        AIM Health Sciences Fund -                    Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

        AIM Leisure Fund -                            Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

        AIM Technology Fund -                         Class A
                                                      Class C
                                                      Class K
                                                      Institutional Class
                                                      Investor Class

        AIM Utilities Fund -                          Class A
                                                      Class C
                                                      Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS

        AIM Opportunities I Fund -                    Class A
                                                      Class C

        AIM Opportunities II Fund -                   Class A
                                                      Class C

        AIM Opportunities III Fund -                  Class A
                                                      Class C

AIM STOCK FUNDS

      AIM Dynamics Fund -                             Class A
                                                      Class C
                                                      Class K
                                                      Institutional Class
                                                      Investor Class

      AIM Mid Cap Stock Fund -                        Class A
                                                      Class C
                                                      Class K
                                                      Institutional Class
                                                      Investor Class

      AIM Small Company Growth Fund -                 Class A
                                                      Class C
                                                      Class K
                                                      Investor Class

      AIM S&P 500 Index Fund -                        Institutional Class
                                                      Investor Class

7

AIM TAX-EXEMPT FUNDS

        AIM High Income Municipal Fund -              Class A
                                                      Class C

        AIM Tax-Exempt Cash Fund -                    Class A
                                                      Investor Class

        AIM Tax-Free Intermediate Fund -              Class A
                                                      Class A3
                                                      Institutional Class

AIM TREASURER'S SERIES TRUST

      Premier Portfolio                               Investor Class
      Premier Tax-Exempt Portfolio                    Investor Class
      Premier U.S. Government Money Portfolio         Investor Class"

8

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: April 29, 2005

EACH FUND (LISTED ON SCHEDULE A)
ON BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A

By:      /s/ ROBERT H. GRAHAM
         --------------------
             Robert H. Graham
             President

A I M DISTRIBUTORS, INC.

By:      /s/ GENE L. NEEDLES
         -------------------
             Gene L. Needles
             President

9

AMENDMENT NO. 17 TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the addition of Institutional Class of AIM Small Company Growth Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COMBINATION STOCK & BOND FUNDS

         AIM Core Stock Fund -                           Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Total Return Fund -                         Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

AIM COUNSELOR SERIES TRUST
         AIM Advantage Health Sciences Fund -            Class A
                                                         Class C

         AIM Multi-Sector Fund -                         Class A
                                                         Class C
                                                         Institutional Class

AIM EQUITY FUNDS
         AIM Aggressive Growth Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Blue Chip Fund -                            Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Capital Development Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Charter Fund -                              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Constellation Fund -                        Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Dent Demographic Trends Fund -              Class A
                                                         Class C

         AIM Diversified Dividend Fund -                 Class A
                                                         Class C
                                                         Investor Class

         AIM Emerging Growth Fund -                      Class A
                                                         Class C

         AIM Large Cap Basic Value Fund -                Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Large Cap Growth Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Mid Cap Growth Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Select Basic Value Fund -                   Class A
                                                         Class C

2

         AIM Weingarten Fund -                           Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM FUNDS GROUP
         AIM Balanced Fund -                             Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Basic Balanced Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM European Small Company Fund -               Class A
                                                         Class C

         AIM Global Value Fund -                         Class A
                                                         Class C

         AIM International Small Company Fund -          Class A
                                                         Class C

         AIM Mid Cap Basic Value Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Premier Equity Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Select Equity Fund -                        Class A
                                                         Class C

         AIM Small Cap Equity Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

3

AIM GROWTH SERIES

         AIM Basic Value Fund -                          Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Conservative Allocation Fund -              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Global Equity Fund -                        Class A
                                                         Class C
                                                         Institutional Class

         AIM Growth Allocation Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Mid Cap Core Equity Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Moderate Allocation Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Moderate Growth Allocation Fund -           Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Moderately Conservative Allocation Fund -   Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Small Cap Growth Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM INTERNATIONAL MUTUAL FUNDS
         AIM Asia Pacific Growth Fund -                  Class A
                                                         Class C

         AIM European Growth Fund -                      Class A
                                                         Class C
                                                         Class R
                                                         Investor Class

                                       4

         AIM Global Aggressive Growth Fund -             Class A
                                                         Class C

         AIM Global Growth Fund -                        Class A
                                                         Class C

         AIM International Core Equity Fund -            Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM International Growth Fund -                 Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM INVESTMENT FUNDS

         AIM Developing Markets Fund -                   Class A
                                                         Class C

         AIM Global Health Care Fund -                   Class A
                                                         Class C
                                                         Investor Class

         AIM Libra Fund -                                Class A
                                                         Class C

         AIM Trimark Endeavor Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Trimark Fund -                              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Trimark Small Companies Fund -              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM INVESTMENT SECURITIES FUNDS
         AIM Global Real Estate Fund  -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM High Yield Fund -                           Class A
                                                         Class C
                                                         Institutional Class
                                                         Investor Class


                                       5

         AIM Income Fund -                               Class A
                                                         Class C
                                                         Class R
                                                         Investor Class

         AIM Intermediate Government Fund -              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class


         AIM Limited Maturity Treasury Fund -            Class A
                                                         Class A3
                                                         Institutional Class

         AIM Money Market Fund -                         AIM Cash Reserve Shares
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Municipal Bond Fund -                       Class A
                                                         Class C
                                                         Investor Class

         AIM Real Estate Fund -                          Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Short Term Bond Fund -                      Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class


         AIM Total Return Bond Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM SECTOR FUNDS
         AIM Energy Fund -                               Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Financial Services Fund -                   Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

6

         AIM Gold & Precious Metals Fund -               Class A
                                                         Class C
                                                         Investor Class

         AIM Health Sciences Fund -                      Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Leisure Fund -                              Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Technology Fund -                           Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

         AIM Utilities Fund -                            Class A
                                                         Class C
                                                         Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
         AIM Opportunities I Fund -                      Class A
                                                         Class C

         AIM Opportunities II Fund -                     Class A
                                                         Class C

         AIM Opportunities III Fund -                    Class A
                                                         Class C

AIM STOCK FUNDS
       AIM Dynamics Fund -                               Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

       AIM Mid Cap Stock Fund -                          Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

       AIM Small Company Growth Fund -                   Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

       AIM S&P 500 Index Fund -                          Institutional Class
                                                         Investor Class

7

AIM TAX-EXEMPT FUNDS

         AIM High Income Municipal Fund -                Class A
                                                         Class C

         AIM Tax-Exempt Cash Fund -                      Class A
                                                         Investor Class

         AIM Tax-Free Intermediate Fund -                Class A
                                                         Class A3
                                                         Institutional Class

AIM TREASURER'S SERIES TRUST
       Premier U.S. Government Money Portfolio           Investor Class"

8

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: July 13, 2005

EACH FUND (LISTED ON SCHEDULE A) ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A

By:        /s/ ROBERT H. GRAHAM
           --------------------
              Robert H. Graham
              President

A I M DISTRIBUTORS, INC.

By:        /s/ GENE L. NEEDLES
           -------------------
              Gene L. Needles
              President

9

AMENDMENT NO. 18 TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the merger of AIM Balanced Fund, AIM Core Stock Fund, AIM Dent Demographic Trends Fund, AIM Emerging Growth Fund, AIM Health Sciences Fund, AIM Libra Fund, AIM Mid Cap Stock Fund and AIM Total Return Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COUNSELOR SERIES TRUST

         AIM Advantage Health Sciences Fund -            Class A
                                                         Class C

         AIM Multi-Sector Fund -                         Class A
                                                         Class C
                                                         Institutional Class

AIM EQUITY FUNDS
         AIM Aggressive Growth Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Blue Chip Fund -                            Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Capital Development Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class


         AIM Charter Fund -                              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Constellation Fund -                        Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Diversified Dividend Fund -                 Class A
                                                         Class C
                                                         Investor Class

         AIM Large Cap Basic Value Fund -                Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Large Cap Growth Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Mid Cap Growth Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Select Basic Value Fund -                   Class A
                                                         Class C

         AIM Weingarten Fund -                           Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM FUNDS GROUP
         AIM Basic Balanced Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM European Small Company Fund -               Class A
                                                         Class C

         AIM Global Value Fund -                         Class A
                                                         Class C

         AIM International Small Company Fund -          Class A
                                                         Class C


                                       2

         AIM Mid Cap Basic Value Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Premier Equity Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Select Equity Fund -                        Class A
                                                         Class C

         AIM Small Cap Equity Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM GROWTH SERIES
         AIM Basic Value Fund -                          Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Conservative Allocation Fund -              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Global Equity Fund -                        Class A
                                                         Class C
                                                         Institutional Class

         AIM Growth Allocation Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Mid Cap Core Equity Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Moderate Allocation Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Moderate Growth Allocation Fund -           Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Moderately Conservative Allocation Fund -   Class A
                                                         Class C


                                       3

                                                         Class R
                                                         Institutional Class

         AIM Small Cap Growth Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM INTERNATIONAL MUTUAL FUNDS
         AIM Asia Pacific Growth Fund -                  Class A
                                                         Class C

         AIM European Growth Fund -                      Class A
                                                         Class C
                                                         Class R
                                                         Investor Class


         AIM Global Aggressive Growth Fund -             Class A
                                                         Class C

         AIM Global Growth Fund -                        Class A
                                                         Class C

         AIM International Core Equity Fund -            Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM International Growth Fund -                 Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM INVESTMENT FUNDS
         AIM Developing Markets Fund -                   Class A
                                                         Class C

         AIM Global Health Care Fund -                   Class A
                                                         Class C
                                                         Investor Class

         AIM Trimark Endeavor Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Trimark Fund -                              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Trimark Small Companies Fund -              Class A
                                                         Class C


                                       4

                                                         Class R
                                                         Institutional Class

AIM INVESTMENT SECURITIES FUNDS
         AIM Global Real Estate Fund  -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM High Yield Fund -                           Class A
                                                         Class C
                                                         Institutional Class
                                                         Investor Class

         AIM Income Fund -                               Class A
                                                         Class C
                                                         Class R
                                                         Investor Class

         AIM Intermediate Government Fund -              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Limited Maturity Treasury Fund -            Class A
                                                         Class A3
                                                         Institutional Class

         AIM Money Market Fund -                         AIM Cash Reserve Shares
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Municipal Bond Fund -                       Class A
                                                         Class C
                                                         Investor Class

         AIM Real Estate Fund -                          Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Short Term Bond Fund -                      Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Total Return Bond Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

5

AIM SECTOR FUNDS

         AIM Energy Fund -                               Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Financial Services Fund -                   Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Gold & Precious Metals Fund -               Class A
                                                         Class C
                                                         Investor Class

         AIM Leisure Fund -                              Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Technology Fund -                           Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

         AIM Utilities Fund -                            Class A
                                                         Class C
                                                         Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
         AIM Opportunities I Fund -                      Class A
                                                         Class C

         AIM Opportunities II Fund -                     Class A
                                                         Class C

         AIM Opportunities III Fund -                    Class A
                                                         Class C

AIM STOCK FUNDS
       AIM Dynamics Fund -                               Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

       AIM Small Company Growth Fund -                   Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

       AIM S&P 500 Index Fund -                          Institutional Class
                                                         Investor Class

6

AIM TAX-EXEMPT FUNDS

         AIM High Income Municipal Fund -                Class A
                                                         Class C

         AIM Tax-Exempt Cash Fund -                      Class A
                                                         Investor Class

         AIM Tax-Free Intermediate Fund -                Class A
                                                         Class A3
                                                         Institutional Class

AIM TREASURER'S SERIES TRUST
       Premier U.S. Government Money Portfolio           Investor Class"

7

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: July 18, 2005

EACH FUND (LISTED ON SCHEDULE A) ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A

By:     /s/ ROBERT H. GRAHAM
        --------------------
            Robert H. Graham
            President

A I M DISTRIBUTORS, INC.

By:     /s/ GENE L. NEEDLES
        -------------------
            Gene L. Needles
            President

8

AMENDMENT NO. 19 TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the addition of AIM Summit Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COUNSELOR SERIES TRUST

         AIM Advantage Health Sciences Fund -            Class A
                                                         Class C

         AIM Multi-Sector Fund -                         Class A
                                                         Class C
                                                         Institutional Class

AIM EQUITY FUNDS
         AIM Aggressive Growth Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Blue Chip Fund -                            Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Capital Development Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Charter Fund -                              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Constellation Fund -                        Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Diversified Dividend Fund -                 Class A
                                                         Class C
                                                         Investor Class

         AIM Large Cap Basic Value Fund -                Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Large Cap Growth Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Mid Cap Growth Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Select Basic Value Fund -                   Class A
                                                         Class C

         AIM Weingarten Fund -                           Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM FUNDS GROUP
         AIM Basic Balanced Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM European Small Company Fund -               Class A
                                                         Class C

         AIM Global Value Fund -                         Class A
                                                         Class C

         AIM International Small Company Fund -          Class A
                                                         Class C


                                       2

         AIM Mid Cap Basic Value Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Premier Equity Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Select Equity Fund -                        Class A
                                                         Class C

         AIM Small Cap Equity Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM GROWTH SERIES
         AIM Basic Value Fund -                          Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Conservative Allocation Fund -              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Global Equity Fund -                        Class A
                                                         Class C
                                                         Institutional Class

         AIM Growth Allocation Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Mid Cap Core Equity Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Moderate Allocation Fund -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Moderate Growth Allocation Fund -           Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Moderately Conservative Allocation Fund -   Class A
                                                         Class C


                                       3

                                                         Class R
                                                         Institutional Class

         AIM Small Cap Growth Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM INTERNATIONAL MUTUAL FUNDS
         AIM Asia Pacific Growth Fund -                  Class A
                                                         Class C

         AIM European Growth Fund -                      Class A
                                                         Class C
                                                         Class R
                                                         Investor Class


         AIM Global Aggressive Growth Fund -             Class A
                                                         Class C

         AIM Global Growth Fund -                        Class A
                                                         Class C

         AIM International Core Equity Fund -            Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM International Growth Fund -                 Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM INVESTMENT FUNDS
         AIM Developing Markets Fund -                   Class A
                                                         Class C

         AIM Global Health Care Fund -                   Class A
                                                         Class C
                                                         Investor Class

         AIM Trimark Endeavor Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Trimark Fund -                              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Trimark Small Companies Fund -              Class A
                                                         Class C


                                       4

                                                         Class R
                                                         Institutional Class

AIM INVESTMENT SECURITIES FUNDS
         AIM Global Real Estate Fund  -                  Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM High Yield Fund -                           Class A
                                                         Class C
                                                         Institutional Class
                                                         Investor Class

         AIM Income Fund -                               Class A
                                                         Class C
                                                         Class R
                                                         Investor Class

         AIM Intermediate Government Fund -              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Limited Maturity Treasury Fund -            Class A
                                                         Class A3
                                                         Institutional Class

         AIM Money Market Fund -                         AIM Cash Reserve Shares
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Municipal Bond Fund -                       Class A
                                                         Class C
                                                         Investor Class

         AIM Real Estate Fund -                          Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

         AIM Short Term Bond Fund -                      Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

         AIM Total Return Bond Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

5

AIM SECTOR FUNDS

         AIM Energy Fund -                               Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Financial Services Fund -                   Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Gold & Precious Metals Fund -               Class A
                                                         Class C
                                                         Investor Class

         AIM Leisure Fund -                              Class A
                                                         Class C
                                                         Class K
                                                         Investor Class

         AIM Technology Fund -                           Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

         AIM Utilities Fund -                            Class A
                                                         Class C
                                                         Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
         AIM Opportunities I Fund -                      Class A
                                                         Class C

         AIM Opportunities II Fund -                     Class A
                                                         Class C

         AIM Opportunities III Fund -                    Class A
                                                         Class C

AIM STOCK FUNDS
       AIM Dynamics Fund -                               Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

       AIM Small Company Growth Fund -                   Class A
                                                         Class C
                                                         Class K
                                                         Institutional Class
                                                         Investor Class

       AIM S&P 500 Index Fund -                          Institutional Class
                                                         Investor Class


                                       6

AIM SUMMIT FUND                                          Class A
                                                         Class C

AIM TAX-EXEMPT FUNDS
         AIM High Income Municipal Fund -                Class A
                                                         Class C

         AIM Tax-Exempt Cash Fund -                      Class A
                                                         Investor Class

         AIM Tax-Free Intermediate Fund -                Class A
                                                         Class A3
                                                         Institutional Class

AIM TREASURER'S SERIES TRUST
       Premier U.S. Government Money Portfolio           Investor Class"

7

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: October 17, 2005

EACH FUND (LISTED ON SCHEDULE A) ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A

By:

Robert H. Graham President

A I M DISTRIBUTORS, INC.

By:

Gene L. Needles President

8

AMENDMENT NO. 20 TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the removal of Class K Shares of AIM Dynamics Fund, AIM Energy Fund, AIM Financial Services Fund, AIM Leisure Fund, AIM Small Company Growth Fund and AIM Technology Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COUNSELOR SERIES TRUST
      AIM Advantage Health Sciences Fund -               Class A
                                                         Class C

      AIM Multi-Sector Fund -                            Class A
                                                         Class C
                                                         Institutional Class

AIM EQUITY FUNDS
      AIM Aggressive Growth Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Blue Chip Fund -                               Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

      AIM Capital Development Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class


      AIM Charter Fund -                                 Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Constellation Fund -                           Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Diversified Dividend Fund -                    Class A
                                                         Class C
                                                         Investor Class

      AIM Large Cap Basic Value Fund -                   Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

      AIM Large Cap Growth Fund -                        Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

      AIM Mid Cap Growth Fund -                          Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Select Basic Value Fund -                      Class A
                                                         Class C

      AIM Weingarten Fund -                              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM FUNDS GROUP
      AIM Basic Balanced Fund -                          Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

      AIM European Small Company Fund -                  Class A
                                                         Class C

      AIM Global Value Fund -                            Class A
                                                         Class C

      AIM International Small Company Fund -             Class A
                                                         Class C

2

      AIM Mid Cap Basic Value Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Premier Equity Fund -                          Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Select Equity Fund -                           Class A
                                                         Class C

      AIM Small Cap Equity Fund -                        Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM GROWTH SERIES
      AIM Basic Value Fund -                             Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Conservative Allocation Fund -                 Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Global Equity Fund -                           Class A
                                                         Class C
                                                         Institutional Class

      AIM Growth Allocation Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Mid Cap Core Equity Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Moderate Allocation Fund -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Moderate Growth Allocation Fund -              Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Moderately Conservative Allocation Fund -      Class A
                                                         Class C

3

                                                         Class R
                                                         Institutional Class

      AIM Small Cap Growth Fund -                        Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM INTERNATIONAL MUTUAL FUNDS
      AIM Asia Pacific Growth Fund -                     Class A
                                                         Class C

      AIM European Growth Fund -                         Class A
                                                         Class C
                                                         Class R
                                                         Investor Class


      AIM Global Aggressive Growth Fund -                Class A
                                                         Class C

      AIM Global Growth Fund -                           Class A
                                                         Class C

      AIM International Core Equity Fund -               Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

      AIM International Growth Fund -                    Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

AIM INVESTMENT FUNDS
      AIM Developing Markets Fund -                      Class A
                                                         Class C

      AIM Global Health Care Fund -                      Class A
                                                         Class C
                                                         Investor Class

      AIM Trimark Endeavor Fund -                        Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Trimark Fund -                                 Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Trimark Small Companies Fund -                 Class A
                                                         Class C

4

                                                         Class R
                                                         Institutional Class

AIM INVESTMENT SECURITIES FUNDS
      AIM Global Real Estate Fund  -                     Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM High Yield Fund -                              Class A
                                                         Class C
                                                         Institutional Class
                                                         Investor Class

      AIM Income Fund -                                  Class A
                                                         Class C
                                                         Class R
                                                         Investor Class

      AIM Intermediate Government Fund -                 Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

      AIM Limited Maturity Treasury Fund -               Class A
                                                         Class A3
                                                         Institutional Class

      AIM Money Market Fund -                            AIM Cash Reserve Shares
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

      AIM Municipal Bond Fund -                          Class A
                                                         Class C
                                                         Investor Class

      AIM Real Estate Fund -                             Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class
                                                         Investor Class

      AIM Short Term Bond Fund -                         Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

      AIM Total Return Bond Fund -                       Class A
                                                         Class C
                                                         Class R
                                                         Institutional Class

5

AIM SECTOR FUNDS
      AIM Energy Fund -                                  Class A
                                                         Class C
                                                         Investor Class

      AIM Financial Services Fund -                      Class A
                                                         Class C
                                                         Investor Class

      AIM Gold & Precious Metals Fund -                  Class A
                                                         Class C
                                                         Investor Class

      AIM Leisure Fund -                                 Class A
                                                         Class C
                                                         Investor Class

      AIM Technology Fund -                              Class A
                                                         Class C
                                                         Institutional Class
                                                         Investor Class

      AIM Utilities Fund -                               Class A
                                                         Class C
                                                         Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
      AIM Opportunities I Fund -                         Class A
                                                         Class C

      AIM Opportunities II Fund -                        Class A
                                                         Class C

      AIM Opportunities III Fund -                       Class A
                                                         Class C

AIM STOCK FUNDS
      AIM Dynamics Fund -                                Class A
                                                         Class C
                                                         Institutional Class
                                                         Investor Class

      AIM Small Company Growth Fund -                    Class A
                                                         Class C
                                                         Institutional Class
                                                         Investor Class

      AIM S&P 500 Index Fund -                           Institutional Class
                                                         Investor Class

AIM SUMMIT FUND                                          Class A
                                                         Class C

AIM TAX-EXEMPT FUNDS

6

      AIM High Income Municipal Fund -                   Class A
                                                         Class C

      AIM Tax-Exempt Cash Fund -                         Class A
                                                         Investor Class

      AIM Tax-Free Intermediate Fund -                   Class A
                                                         Class A3
                                                         Institutional Class

AIM TREASURER'S SERIES TRUST
      Premier U.S. Government Money Portfolio            Investor Class"

7

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: October 21, 2005

EACH FUND (LISTED ON SCHEDULE A) ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A

By:

Robert H. Graham President

A I M DISTRIBUTORS, INC.

By:

Gene L. Needles President

8

AMENDMENT NO. 21 TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the addition of Institutional Class Shares to AIM Developing Markets Fund, AIM Diversified Dividend Fund, AIM Global Value Fund, AIM Income Fund and AIM Utilities Fund and Class R Shares to AIM Diversified Dividend Fund, AIM Dynamics Fund, AIM Leisure Fund and AIM Small Company Growth Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COUNSELOR SERIES TRUST
        AIM Advantage Health Sciences Fund -              Class A
                                                          Class C

        AIM Multi-Sector Fund -                           Class A
                                                          Class C
                                                          Institutional Class

AIM EQUITY FUNDS

        AIM Aggressive Growth Fund -                      Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Blue Chip Fund -                              Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Capital Development Fund -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class


        AIM Charter Fund -                                Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Constellation Fund -                          Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Diversified Dividend Fund -                   Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Large Cap Basic Value Fund -                  Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Large Cap Growth Fund -                       Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Mid Cap Growth Fund -                         Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Select Basic Value Fund -                     Class A
                                                          Class C

        AIM Weingarten Fund -                             Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM FUNDS GROUP

        AIM Basic Balanced Fund -                         Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM European Small Company Fund -                 Class A
                                                          Class C

        AIM Global Value Fund -                           Class A
                                                          Class C
                                                          Institutional Class

2

        AIM International Small Company Fund -            Class A
                                                          Class C

        AIM Mid Cap Basic Value Fund -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Premier Equity Fund -                         Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Select Equity Fund -                          Class A
                                                          Class C

        AIM Small Cap Equity Fund -                       Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM GROWTH SERIES
        AIM Basic Value Fund -                            Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Conservative Allocation Fund -                Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Global Equity Fund -                          Class A
                                                          Class C
                                                          Institutional Class

        AIM Growth Allocation Fund -                      Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Mid Cap Core Equity Fund -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Moderate Allocation Fund -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Moderate Growth Allocation Fund -             Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

3

        AIM Moderately Conservative Allocation Fund -     Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Small Cap Growth Fund -                       Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM INTERNATIONAL MUTUAL FUNDS

        AIM Asia Pacific Growth Fund -                    Class A
                                                          Class C

        AIM European Growth Fund -                        Class A
                                                          Class C
                                                          Class R
                                                          Investor Class

        AIM Global Aggressive Growth Fund -               Class A
                                                          Class C

        AIM Global Growth Fund -                          Class A
                                                          Class C

        AIM International Core Equity Fund -              Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM International Growth Fund -                   Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM INVESTMENT FUNDS

        AIM Developing Markets Fund -                     Class A
                                                          Class C
                                                          Institutional Class

        AIM Global Health Care Fund -                     Class A
                                                          Class C
                                                          Investor Class

        AIM Trimark Endeavor Fund -                       Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM Trimark Fund -                                Class A
                                                          Class C
                                                          Class R

4

                                                          Institutional Class

        AIM Trimark Small Companies Fund -                Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM INVESTMENT SECURITIES FUNDS

        AIM Global Real Estate Fund  -                    Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

        AIM High Yield Fund -                             Class A
                                                          Class C
                                                          Institutional Class
                                                          Investor Class

        AIM Income Fund -                                 Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Intermediate Government Fund -                Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Limited Maturity Treasury Fund -              Class A
                                                          Class A3
                                                          Institutional Class

        AIM Money Market Fund -                           AIM Cash Reserve Shares
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Municipal Bond Fund -                         Class A
                                                          Class C
                                                          Investor Class

        AIM Real Estate Fund -                            Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

        AIM Short Term Bond Fund -                        Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

5

        AIM Total Return Bond Fund -                      Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class

AIM SECTOR FUNDS

        AIM Energy Fund -                                 Class A
                                                          Class C
                                                          Investor Class

        AIM Financial Services Fund -                     Class A
                                                          Class C
                                                          Investor Class

        AIM Gold & Precious Metals Fund -                 Class A
                                                          Class C
                                                          Investor Class

        AIM Leisure Fund -                                Class A
                                                          Class C
                                                          Class R
                                                          Investor Class

        AIM Technology Fund -                             Class A
                                                          Class C
                                                          Institutional Class
                                                          Investor Class

        AIM Utilities Fund -                              Class A
                                                          Class C
                                                          Institutional Class
                                                          Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS

        AIM Opportunities I Fund -                        Class A
                                                          Class C

        AIM Opportunities II Fund -                       Class A
                                                          Class C

        AIM Opportunities III Fund -                      Class A
                                                          Class C

AIM STOCK FUNDS

      AIM Dynamics Fund -                                 Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

      AIM Small Company Growth Fund -                     Class A
                                                          Class C
                                                          Class R
                                                          Institutional Class
                                                          Investor Class

6

      AIM S&P 500 Index Fund -                            Institutional Class
                                                          Investor Class

AIM SUMMIT FUND                                           Class A
                                                          Class C

AIM TAX-EXEMPT FUNDS

        AIM High Income Municipal Fund -                  Class A
                                                          Class C

        AIM Tax-Exempt Cash Fund -                        Class A
                                                          Investor Class

        AIM Tax-Free Intermediate Fund -                  Class A
                                                          Class A3
                                                          Institutional Class

AIM TREASURER'S SERIES TRUST

      Premier U.S. Government Money Portfolio             Investor Class"

7

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: October 25, 2005

EACH FUND (LISTED ON SCHEDULE A)
ON BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A

By:

Robert H. Graham President

A I M DISTRIBUTORS, INC.

By:

Gene L. Needles President

8

AMENDMENT NO. 22 TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor") is hereby amended to reflect the addition of AIM Income Allocation Fund, AIM International Allocation Fund and Class R Shares of AIM Global Equity Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COUNSELOR SERIES TRUST

        AIM Advantage Health Sciences Fund -           Class A
                                                       Class C

        AIM Multi-Sector Fund -                        Class A
                                                       Class C
                                                       Institutional Class

AIM EQUITY FUNDS

        AIM Aggressive Growth Fund -                   Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Blue Chip Fund -                           Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM Capital Development Fund -                 Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class


        AIM Charter Fund -                             Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Constellation Fund -                       Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Diversified Dividend Fund -                Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM Large Cap Basic Value Fund -               Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM Large Cap Growth Fund -                    Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM Mid Cap Growth Fund -                      Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Select Basic Value Fund -                  Class A
                                                       Class C

        AIM Weingarten Fund -                          Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

AIM FUNDS GROUP

        AIM Basic Balanced Fund -                      Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM European Small Company Fund -              Class A
                                                       Class C

        AIM Global Value Fund -                        Class A
                                                       Class C
                                                       Institutional Class

2

        AIM International Small Company Fund -         Class A
                                                       Class C

        AIM Mid Cap Basic Value Fund -                 Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Premier Equity Fund -                      Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Select Equity Fund -                       Class A
                                                       Class C

        AIM Small Cap Equity Fund -                    Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

AIM GROWTH SERIES

        AIM Basic Value Fund -                         Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Conservative Allocation Fund -             Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Global Equity Fund -                       Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Growth Allocation Fund -                   Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Income Allocation Fund -                   Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM International Allocation Fund -            Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Mid Cap Core Equity Fund -                 Class A
                                                       Class C
                                                       Class R

3

                                                       Institutional Class

        AIM Moderate Allocation Fund -                 Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Moderate Growth Allocation Fund -          Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Moderately Conservative Allocation Fund -  Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Small Cap Growth Fund -                    Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

AIM INTERNATIONAL MUTUAL FUNDS

        AIM Asia Pacific Growth Fund -                 Class A
                                                       Class C

        AIM European Growth Fund -                     Class A
                                                       Class C
                                                       Class R
                                                       Investor Class

        AIM Global Aggressive Growth Fund -            Class A
                                                       Class C

        AIM Global Growth Fund -                       Class A
                                                       Class C

        AIM International Core Equity Fund -           Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM International Growth Fund -                Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

AIM INVESTMENT FUNDS

        AIM Developing Markets Fund -                  Class A
                                                       Class C
                                                       Institutional Class

        AIM Global Health Care Fund -                  Class A

4

                                                       Class C
                                                       Investor Class

        AIM Trimark Endeavor Fund -                    Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Trimark Fund -                             Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Trimark Small Companies Fund -             Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

AIM INVESTMENT SECURITIES FUNDS

        AIM Global Real Estate Fund  -                 Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM High Yield Fund -                          Class A
                                                       Class C
                                                       Institutional Class
                                                       Investor Class

        AIM Income Fund -                              Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM Intermediate Government Fund -             Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM Limited Maturity Treasury Fund -           Class A
                                                       Class A3
                                                       Institutional Class

        AIM Money Market Fund -                        AIM Cash Reserve Shares
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM Municipal Bond Fund -                      Class A
                                                       Class C
                                                       Investor Class

5

        AIM Real Estate Fund -                         Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

        AIM Short Term Bond Fund -                     Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

        AIM Total Return Bond Fund -                   Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class

AIM SECTOR FUNDS

        AIM Energy Fund -                              Class A
                                                       Class C
                                                       Investor Class

        AIM Financial Services Fund -                  Class A
                                                       Class C
                                                       Investor Class

        AIM Gold & Precious Metals Fund -              Class A
                                                       Class C
                                                       Investor Class

        AIM Leisure Fund -                             Class A
                                                       Class C
                                                       Class R
                                                       Investor Class

        AIM Technology Fund -                          Class A
                                                       Class C
                                                       Institutional Class
                                                       Investor Class

        AIM Utilities Fund -                           Class A
                                                       Class C
                                                       Institutional Class
                                                       Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS

        AIM Opportunities I Fund -                     Class A
                                                       Class C

        AIM Opportunities II Fund -                    Class A
                                                       Class C

        AIM Opportunities III Fund -                   Class A
                                                       Class C

AIM STOCK FUNDS

6

      AIM Dynamics Fund -                              Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

      AIM Small Company Growth Fund -                  Class A
                                                       Class C
                                                       Class R
                                                       Institutional Class
                                                       Investor Class

      AIM S&P 500 Index Fund -                         Institutional Class
                                                       Investor Class

AIM SUMMIT FUND                                        Class A
                                                       Class C

AIM TAX-EXEMPT FUNDS

        AIM High Income Municipal Fund -               Class A
                                                       Class C

        AIM Tax-Exempt Cash Fund -                     Class A
                                                       Investor Class

        AIM Tax-Free Intermediate Fund -               Class A
                                                       Class A3
                                                       Institutional Class

AIM TREASURER'S SERIES TRUST

      Premier U.S. Government Money Portfolio          Investor Class"

7

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: October 28, 2005

EACH FUND (LISTED ON SCHEDULE A)
ON BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A

By:

Robert H. Graham President

A I M DISTRIBUTORS, INC.

By:

Gene L. Needles President

8

AMENDMENT NO. 14

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to reflect the addition of AIM Global Real Estate Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund and to change the name of AIM Aggressive Allocation Fund to AIM Growth Allocation Fund;

NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment.

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

Dated: April 29, 2005

EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-1

By: /s/ ROBERT H. GRAHAM
    --------------------
       Name: Robert H. Graham
       Title: President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-2

By: /s/ ROBERT H. GRAHAM
    --------------------
       Name: Robert H. Graham
       Title: President

A I M DISTRIBUTORS, INC.

By: /s/ GENE L. NEEDLES
    -------------------
       Name: Gene Needles
       Title: President


SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM EQUITY FUNDS

PORTFOLIOS

AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Dent Demographic Trends Fund
AIM Diversified Dividend Fund
AIM Emerging Growth Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM Select Basic Value Fund
AIM Weingarten Fund

AIM FUNDS GROUP

PORTFOLIOS

AIM Balanced Fund
AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund AIM Mid Cap Basic Value Fund
AIM Premier Equity Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund

AIM GROWTH SERIES

PORTFOLIOS

AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund

2

AIM INTERNATIONAL MUTUAL FUNDS

PORTFOLIOS

AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund AIM Global Growth Fund
AIM International Core Equity Fund AIM International Growth Fund

AIM INVESTMENT FUNDS

PORTFOLIOS

AIM Developing Markets Fund
AIM Global Health Care Fund
AIM Libra Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIOS

AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Total Return Bond Fund
AIM Real Estate Fund

AIM SPECIAL OPPORTUNITIES FUNDS

PORTFOLIOS

AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund

AIM TAX-EXEMPT FUNDS

PORTFOLIO

AIM High Income Municipal Fund

3

SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM COMBINATION STOCK & BOND FUNDS

PORTFOLIOS

AIM Core Stock Fund
AIM Total Return Fund

AIM COUNSELOR SERIES TRUST

PORTFOLIOS

AIM Advantage Health Sciences Fund

AIM Multi-Sector Fund

AIM SECTOR FUNDS

PORTFOLIOS

AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Health Sciences Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund

AIM STOCK FUNDS

AIM Dynamics Fund
AIM Mid Cap Stock Fund
AIM Small Company Growth Fund

4

AMENDMENT NO. 15

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to reflect the merger of AIM Balanced Fund, AIM Core Stock Fund, AIM Dent Demographic Trends Fund, AIM Emerging Growth Fund, AIM Health Sciences Fund, AIM Libra Fund, AIM Mid Cap Stock Fund and AIM Total Return Fund;

NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment.

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

Dated: July 18, 2005

EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-1

By: /s/ ROBERT H. GRAHAM
     -------------------
       Name: Robert H. Graham
       Title: President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-2

By: /s/ ROBERT H. GRAHAM
    --------------------
       Name: Robert H. Graham
       Title: President

A I M DISTRIBUTORS, INC.

By: /s/ GENE L. NEEDLES
    -------------------
       Name: Gene Needles
       Title: President


SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM EQUITY FUNDS

PORTFOLIOS

AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM Select Basic Value Fund
AIM Weingarten Fund

AIM FUNDS GROUP

PORTFOLIOS

AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund AIM Mid Cap Basic Value Fund
AIM Premier Equity Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund

AIM GROWTH SERIES

PORTFOLIOS

AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund

2

AIM INTERNATIONAL MUTUAL FUNDS

PORTFOLIOS

AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund AIM Global Growth Fund
AIM International Core Equity Fund AIM International Growth Fund

AIM INVESTMENT FUNDS

PORTFOLIOS

AIM Developing Markets Fund
AIM Global Health Care Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIOS

AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Total Return Bond Fund
AIM Real Estate Fund

AIM SPECIAL OPPORTUNITIES FUNDS

PORTFOLIOS

AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund

AIM TAX-EXEMPT FUNDS

PORTFOLIO

AIM High Income Municipal Fund

3

SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM COUNSELOR SERIES TRUST

PORTFOLIOS

AIM Advantage Health Sciences Fund

AIM Multi-Sector Fund

AIM SECTOR FUNDS

PORTFOLIOS

AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund

AIM STOCK FUNDS

AIM Dynamics Fund
AIM Small Company Growth Fund

4

AMENDMENT NO. 16

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to reflect the addition of AIM Summit Fund;

NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment.

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

Dated: October 17, 2005

EACH FUND LISTED ON SCHEDULE A-1
ON BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A-1

By: ______________________________
Name: Robert H. Graham
Title: President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH
PORTFOLIO LISTED ON SCHEDULE A-2

By: ______________________________
Name: Robert H. Graham
Title: President

A I M DISTRIBUTORS, INC.

By: ______________________________
Name: Gene Needles
Title: President


SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM EQUITY FUNDS

PORTFOLIOS

AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM Select Basic Value Fund
AIM Weingarten Fund

AIM FUNDS GROUP

PORTFOLIOS

AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund AIM Mid Cap Basic Value Fund
AIM Premier Equity Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund

AIM GROWTH SERIES

PORTFOLIOS

AIM Basic Value Fund
AIM Conservative Allocation Fund AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund

2

AIM INTERNATIONAL MUTUAL FUNDS

PORTFOLIOS

AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund AIM Global Growth Fund
AIM International Core Equity Fund AIM International Growth Fund

AIM INVESTMENT FUNDS

PORTFOLIOS

AIM Developing Markets Fund
AIM Global Health Care Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIOS

AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund AIM Money Market Fund
AIM Municipal Bond Fund
AIM Total Return Bond Fund
AIM Real Estate Fund

AIM SPECIAL OPPORTUNITIES FUNDS

PORTFOLIOS

AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund

AIM SUMMIT FUND

AIM TAX-EXEMPT FUNDS

PORTFOLIO

AIM High Income Municipal Fund

3

SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM COUNSELOR SERIES TRUST

PORTFOLIOS

AIM Advantage Health Sciences Fund

AIM Multi-Sector Fund

AIM SECTOR FUNDS

PORTFOLIOS

AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund

AIM STOCK FUNDS

AIM Dynamics Fund
AIM Small Company Growth Fund

4

AMENDMENT NO. 17

TO

AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The Amended and Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to reflect the addition of AIM Income Allocation Fund and AIM International Allocation Fund;

NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment.

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

Dated: October 28, 2005

EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-1

By: ______________________________
Name: Robert H. Graham
Title: President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-2

By: ______________________________
Name: Robert H. Graham
Title: President

A I M DISTRIBUTORS, INC.

By: ______________________________
Name: Gene Needles
Title: President


SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM EQUITY FUNDS

PORTFOLIOS

AIM Aggressive Growth Fund
AIM Blue Chip Fund
AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
14AIM Diversified Dividend Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Mid Cap Growth Fund
AIM Select Basic Value Fund
AIM Weingarten Fund

AIM FUNDS GROUP

PORTFOLIOS

AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund AIM Mid Cap Basic Value Fund
AIM Premier Equity Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund

AIM GROWTH SERIES

PORTFOLIOS

AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM International Allocation Fund AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund

2

AIM INTERNATIONAL MUTUAL FUNDS

PORTFOLIOS

AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund AIM Global Growth Fund
AIM International Core Equity Fund AIM International Growth Fund

AIM INVESTMENT FUNDS

PORTFOLIOS

AIM Developing Markets Fund
AIM Global Health Care Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIOS

AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Total Return Bond Fund
AIM Real Estate Fund

AIM SPECIAL OPPORTUNITIES FUNDS

PORTFOLIOS

AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund

AIM SUMMIT FUND

AIM TAX-EXEMPT FUNDS

PORTFOLIO

AIM High Income Municipal Fund

3

SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM COUNSELOR SERIES TRUST

PORTFOLIOS

AIM Advantage Health Sciences Fund

AIM Multi-Sector Fund

AIM SECTOR FUNDS

PORTFOLIOS

AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund

AIM STOCK FUNDS

AIM Dynamics Fund
AIM Small Company Growth Fund

4

AMENDMENT NO. 2
MASTER ADMINISTRATIVE SERVICES AGREEMENT

The Master Administrative Services Agreement (the "Agreement"), dated July 1, 2004, by and between A I M Advisors, Inc., a Delaware corporation, and AIM Growth Series, a Delaware statutory trust, is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to add two new portfolios - AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund and to change the name of AIM Aggressive Allocation Fund to AIM Growth Allocation Fund;

NOW, THEREFORE, the parties agree 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 GROWTH SERIES

PORTFOLIOS                                      EFFECTIVE DATE OF AGREEMENT
----------                                      ---------------------------
AIM Basic Value Fund                                     June 5, 2000
AIM Conservative Allocation Fund                         April 30, 2004
AIM Global Equity Fund                                   November 4, 2003
AIM Growth Allocation Fund                               April 30, 2004
AIM Mid Cap Core Equity Fund                             September 1, 2001
AIM Moderate Allocation Fund                             April 30, 2004
AIM Moderate Growth Allocation Fund                      April 29, 2005
AIM Moderately Conservative Allocation Fund              April 29, 2005
AIM Small Cap Growth Fund                                September 11, 2000"

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: April 29th, 2005

A I M ADVISORS, INC.

Attest: /s/ P. MICHELLE GRACE              By:  /s/ MARK H. WILLIAMSON
        ---------------------                   ----------------------
          Assistant Secretary                      Mark H. Williamson
                                                   President

(SEAL)

                                           AIM GROWTH SERIES


Attest: /s/ P. MICHELLE GRACE              By:  /s/ ROBERT H. GRAHAM
        ---------------------                   --------------------
          Assistant Secretary                      Robert H. Graham
                                                   President

(SEAL)


AMENDMENT NO. 3
MASTER ADMINISTRATIVE SERVICES AGREEMENT

The Master Administrative Services Agreement (the "Agreement"), dated July 1, 2004, by and between A I M Advisors, Inc., a Delaware corporation, and AIM Growth Series, a Delaware statutory trust, is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to add two new portfolios - AIM Income Allocation Fund and AIM International Allocation Fund;

NOW, THEREFORE, the parties agree 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 GROWTH SERIES

PORTFOLIOS                                   EFFECTIVE DATE OF AGREEMENT
----------                                   ---------------------------
AIM Basic Value Fund                                  June 5, 2000
AIM Conservative Allocation Fund                      April 30, 2004
AIM Global Equity Fund                                November 4, 2003
AIM Growth Allocation Fund                            April 30, 2004
AIM Income Allocation Fund                            October 28, 2005
AIM International Allocation Fund                     October 28, 2005
AIM Mid Cap Core Equity Fund                          September 1, 2001
AIM Moderate Allocation Fund                          April 30, 2004
AIM Moderate Growth Allocation Fund                   April 29, 2005
AIM Moderately Conservative Allocation Fund           April 29, 2005
AIM Small Cap Growth Fund                             September 11, 2000"

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: October 28th, 2005

A I M ADVISORS, INC.

Attest:                                   By:
        ------------------------------         -----------------------------
          Assistant Secretary                     Mark H. Williamson
                                                  President

(SEAL)

AIM GROWTH SERIES

Attest:                                   By:
        ------------------------------         -----------------------------
          Assistant Secretary                     Robert H. Graham
                                                  President

(SEAL)


MEMORANDUM OF AGREEMENT

This Memorandum of Agreement is entered into as of this 28th day of October, 2005, between AIM Growth Series (the "Trust"), on behalf of the funds listed on Exhibit "A" to this Memorandum of Agreement (the "Funds"), and A I M Advisors, Inc. ("AIM"). AIM shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached exhibits.

For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trust and AIM agree as follows:

The Trust and AIM agree until the date set forth on the attached Exhibit "A" (the "Expiration Date") that AIM will waive its fees or reimburse expenses to the extent that expenses (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from each Fund's day-to-day operations), or items designated as such by the Funds' Board of Trustees; (v) expenses related to a merger or reorganization, as approved by the Funds' Board of Trustees; and (vi) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement) of a class of a Fund exceed the rate, on an annualized basis, set forth on Exhibit "A" of the average daily net assets allocable to such class. The Board of Trustees and AIM may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. AIM will not have any right to reimbursement of any amount so waived or reimbursed.

The Trust and AIM agree to review the then-current waivers or expense limitations for each class of each Fund listed on Exhibit "A" on a date prior to the Expiration Date to determine whether such waivers or limitations should be amended, continued or terminated. The waivers or expense limitations will expire upon the Expiration Date unless the Trust and AIM have agreed to continue them. Exhibit "A" will be amended to reflect any such agreement.

It is expressly agreed that the obligations of the Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall only bind the assets and property of each Fund, as provided in the Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in the Trust's Agreement and Declaration of Trust.

1

IN WITNESS WHEREOF, the Trust and AIM have entered into this Memorandum of Agreement as of the date first above written.

AIM GROWTH SERIES
on behalf of the Funds listed in Exhibit "A"
to this Memorandum of Agreement

By:

Title:

A I M Advisors, Inc.

By:

Title:

2

EXHIBIT "A"

AIM GROWTH SERIES

FUND                                                  EXPENSE LIMITATION                          EXPIRATION DATE
----                                                  ------------------                          ---------------
AIM Income Allocation Fund
      Class A                       Limit Other Expenses to 0.04% of average daily net assets    December 31, 2006
      Class B                       Limit Other Expenses to 0.04% of average daily net assets    December 31, 2006
      Class C                       Limit Other Expenses to 0.04% of average daily net assets    December 31, 2006
      Class R                       Limit Other Expenses to 0.04% of average daily net assets    December 31, 2006
      Institutional Class           Limit Other Expenses to 0.04% of average daily net assets    December 31, 2006

AIM International Allocation Fund
      Class A                       Limit Other Expenses to 0.18% of average daily net assets    December 31, 2006
      Class B                       Limit Other Expenses to 0.18% of average daily net assets    December 31, 2006
      Class C                       Limit Other Expenses to 0.18% of average daily net assets    December 31, 2006
      Class R                       Limit Other Expenses to 0.18% of average daily net assets    December 31, 2006
      Institutional Class           Limit Other Expenses to 0.18% of average daily net assets    December 31, 2006

Other Expenses are defined as all normal operating expenses of the fund, excluding management fees and 12b-1 expenses. The expense limitation is subject to the exclusions as listed in the Memorandum of Agreement.

3

AMENDED AND RESTATED
MEMORANDUM OF AGREEMENT

This Amended and Restated Memorandum of Agreement is entered into as of this 5th day of May, 2005 and amends and restates the Memorandum of Agreement dated as of the 1st day of January, 2005 between the AIM Funds ("Trust" or "Trusts"), on behalf of the funds listed on Exhibit "A" to this Memorandum of Agreement (the "Funds"), and A I M Advisors, Inc. ("AIM").

For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and AIM agree as follows:

The Trusts and AIM agree until the "Committed Until" date set forth on the attached Exhibit "A" (the "Expiration Date") that AIM will waive its advisory fees payable under the current investment advisory agreement as set forth under the column "Current Advisory Fee Schedule" in Exhibit "A" ("Current Fee Schedule") to the extent that application of the advisory fees rates set forth in Exhibit "A" under the column "Proposed Advisory Fee Schedule (Applied When Proposed Schedule Results in Fees Lower than the Current Fee Schedule)" ("Agreed Upon Schedule") of the average daily net assets of the Fund results in a lower advisory fee. The Board of Trustees and AIM may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. AIM will not have any right to reimbursement of any amount so waived or reimbursed. All expense limitation commitments are not superseded by this agreement

The Trust and AIM agree to review the then-current waivers of each Fund listed on Exhibit "A" on a date prior to the Expiration Date to determine whether such waivers should be amended, continued or terminated. The waivers will expire upon the Expiration Date unless the Trust and AIM have agreed to continue them. Exhibit "A" will be amended to reflect any such agreement.

It is expressly agreed that the obligations of a Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trust personally, but shall only bind the assets and property of the Funds, as provided in the Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of each Trust, and this Memorandum of Agreement has been executed and delivered by an authorized officer of each Trust acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust.

IN WITNESS WHEREOF, the Trusts and AIM have entered into this Memorandum of Agreement as of the date first above written.

AIM Combination Stock & Bond Funds AIM Counselor Series Trust AIM Equity Funds AIM Funds Group AIM Growth Series AIM International Mutual Funds AIM Investment Funds AIM Investment Securities Funds AIM Sector Funds AIM Stock Funds AIM Summit Fund AIM Variable Insurance Funds, on behalf of each Fund listed in Exhibit "A" to this Memorandum of Agreement

By:  /s/ ROBERT H. GRAHAM
     --------------------

Title: President

A I M Advisors, Inc.

By:  /s/ MARK H. WILLIAMSON
     ----------------------

Title:  President


EXHIBIT "A"


1 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
AIM Combination Stock                                       (Applied When Schedule Results in    Committed
     & Bond Funds         Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Core Stock Fund              0.60% of the first $350M   The current advisory fee schedule    6/30/2006
                                  0.55% of the next $350M     is lower than the uniform fee
                                  0.50% of the next $1.3B     schedule at all asset levels.
                                    0.45% of the next $2B
                                    0.40% of the next $2B
                                   0.375% of the next $2B
                             0.35% of the excess over $8B

AIM Total Return Fund            0.75% of the first $500M            0.62% of the first $250M    6/30/2006
                                  0.65% of the next $500M            0.605% of the next $250M
                                    0.50% of the next $1B             0.59% of the next $500M
                                    0.45% of the next $2B            0.575% of the next $1.5B
                                    0.40% of the next $2B             0.56% of the next $2.5B
                                   0.375% of the next $2B            0.545% of the next $2.5B
                             0.35% of the excess over $8B             0.53% of the next $2.5B
                                                               0.515% of the excess over $10B


2 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
 AIM Counselor Series                                       (Applied When Schedule Results in    Committed
        Trust             Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Multi-Sector Fund   0.75% of average daily net assets           0.695% of the first $250M   12/31/2009
                                                                      0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B


3 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
                                                            (Applied When Schedule Results in    Committed
   AIM Equity Funds        Current Advisory Fee Schedule     Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Aggressive                   0.80% of the first $150M           0.745% of the first $250M    6/30/2006
Growth Fund               0.625% of the excess over $150M             0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B

AIM Blue Chip Fund               0.75% of the first $350M           0.695% of the first $250M   12/31/2009
                          0.625% of the excess over $350M             0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM Capital                      0.75% of the first $350M           0.745% of the first $250M    6/30/2006
Development Fund          0.625% of the excess over $350M             0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B

AIM Charter Fund                  1.00% of the first $30M            0.75% of the first $150M   12/31/2009
                                  0.75% of the next $120M           0.615% of the next $4.85B
                          0.625% of the excess over $150M             0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B


4 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
  AIM Equity Funds                                          (Applied When Schedule Results in   Committed
     - continued           Current Advisory Fee Schedule     Fees Lower than the Current Fee)     Until
----------------------------------------------------------------------------------------------------------
AIM Constellation                 1.00% of the first $30M            0.75% of the first $150M   12/31/2009
Fund                              0.75% of the next $120M           0.615% of the next $4.85B
                          0.625% of the excess over $150M             0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM Dent Demographic               0.77% of the first $2B           0.695% of the first $250M   12/31/2009
Trends Fund                  0.72% of the excess over $2B             0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM Diversified                    0.75% of the first $1B           0.695% of the first $250M    6/30/2006
Dividend Fund                       0.70% of the next $1B             0.67% of the next $250M
                            0.625% of the excess over $2B            0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B


5 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
  AIM Equity Funds                                          (Applied When Schedule Results in   Committed
     - continued           Current Advisory Fee Schedule     Fees Lower than the Current Fee)     Until
----------------------------------------------------------------------------------------------------------
AIM Emerging Growth                0.85% of the first $1B           0.745% of the first $250M   12/31/2009
Fund                         0.80% of the excess over $1B             0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B

AIM Large Cap Basic                0.60% of the first $1B   The current advisory fee schedule    6/30/2006
Value Fund                         0.575% of the next $1B     is lower than the uniform fee
                             0.55% of the excess over $2B     schedule at all asset levels.

AIM Large Cap Growth               0.75% of the first $1B           0.695% of the first $250M   12/31/2009
Fund                                0.70% of the next $1B             0.67% of the next $250M
                            0.625% of the excess over $2B            0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM Mid Cap Growth                 0.80% of the first $1B           0.745% of the first $250M   12/31/2009
Fund                         0.75% of the excess over $1B             0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B


6 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
 AIM Equity Funds -                                         (Applied When Schedule Results in    Committed
      continued           Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Select Basic                   0.75% of the first $1B           0.695% of the first $250M    6/30/2006
Value Fund                          0.70% of the next $1B             0.67% of the next $250M
                             0.65% of the excess over $2B            0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM Weingarten Fund               1.00% of the first $30M           0.695% of the first $250M   12/31/2009
                                  0.75% of the next $320M             0.67% of the next $250M
                          0.625% of the excess over $350M            0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B


7 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
                                                            (Applied When Schedule Results in    Committed
   AIM Equity Funds       Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Balanced Fund                0.75% of the first $150M            0.62% of the first $250M    6/30/2006
                           0.50% of the excess over $150M            0.605% of the next $250M
                                                                      0.59% of the next $500M
                                                                     0.575% of the next $1.5B
                                                                      0.56% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                      0.53% of the next $2.5B
                                                               0.515% of the excess over $10B

AIM Basic Balanced                 0.65% of the first $1B            0.62% of the first $250M   12/31/2009
Fund                                0.60% of the next $4B            0.605% of the next $250M
                             0.55% of the excess over $5B             0.59% of the next $500M
                                                                     0.575% of the next $1.5B
                                                                      0.56% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                      0.53% of the next $2.5B
                                                               0.515% of the excess over $10B

AIM European Small      0.95% of average daily net assets           0.935% of the first $250M    6/30/2006
Company Fund                                                          0.91% of the next $250M
                                                                     0.885% of the next $500M
                                                                      0.86% of the next $1.5B
                                                                     0.835% of the next $2.5B
                                                                      0.81% of the next $2.5B
                                                                     0.785% of the next $2.5B
                                                                0.76% of the excess over $10B

AIM Global Value Fund              0.85% of the first $1B            0.80% of the first $250M    6/30/2006
                             0.80% of the excess over $1B             0.78% of the next $250M
                                                                      0.76% of the next $500M
                                                                      0.74% of the next $1.5B
                                                                      0.72% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.68% of the next $2.5B
                                                                0.66% of the excess over $10B


8 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
  AIM Funds Group -                                         (Applied When Schedule Results in    Committed
      continued           Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM International       0.95% of average daily net assets           0.935% of the first $250M   12/31/2009
Small Company Fund                                                    0.91% of the next $250M
                                                                     0.885% of the next $500M
                                                                      0.86% of the next $1.5B
                                                                     0.835% of the next $2.5B
                                                                      0.81% of the next $2.5B
                                                                     0.785% of the next $2.5B
                                                                0.76% of the excess over $10B

AIM Mid Cap Basic                  0.80% of the first $1B           0.745% of the first $250M   12/31/2009
Value Fund                          0.75% of the next $4B             0.73% of the next $250M
                             0.70% of the excess over $5B            0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B

AIM Premier Equity               0.80% of the first $150M            0.75% of the first $150M   12/31/2009
Fund                      0.625% of the excess over $150M           0.615% of the next $4.85B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM Select Equity                0.80% of the first $150M           0.695% of the first $250M    6/30/2006
Fund                      0.625% of the excess over $150M             0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B


9 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
  AIM Funds Group -                                         (Applied When Schedule Results in    Committed
      continued           Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Small Cap Equity    0.85% of average daily net assets           0.745% of the first $250M   12/31/2009
Fund                                                                  0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B


10 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
                                                            (Applied When Schedule Results in    Committed
  AIM Growth Series       Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Basic Value Fund            0.725% of the first $500M           0.695% of the first $250M   12/31/2009
                                  0.70% of the next $500M             0.67% of the next $250M
                                 0.675% of the next $500M            0.645% of the next $500M
                           0.65% of the excess over $1.5B             0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM Global Equity               0.975% of the first $500M            0.80% of the first $250M   12/31/2009
Fund                              0.95% of the next $500M             0.78% of the next $250M
                                 0.925% of the next $500M             0.76% of the next $500M
                           0.90% of the excess over $1.5B             0.74% of the next $1.5B
                                                                      0.72% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.68% of the next $2.5B
                                                                0.66% of the excess over $10B

AIM Mid Cap Core                0.725% of the first $500M   The current advisory fee schedule    6/30/2006
Equity Fund                       0.70% of the next $500M      is lower than the uniform fee
                                 0.675% of the next $500M      schedule at all asset levels.
                           0.65% of the excess over $1.5B

AIM Small Cap Growth            0.725% of the first $500M   The current advisory fee schedule    6/30/2006
Fund                              0.70% of the next $500M      is lower than the uniform fee
                                 0.675% of the next $500M      schedule at all asset levels.
                           0.65% of the excess over $1.5B


11 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
  AIM International                                         (Applied When Schedule Results in    Committed
     Mutual Funds         Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Asia Pacific                 0.95% of the first $500M           0.935% of the first $250M    6/30/2006
Growth Fund                0.90% of the excess over $500M             0.91% of the next $250M
                                                                     0.885% of the next $500M
                                                                      0.86% of the next $1.5B
                                                                     0.835% of the next $2.5B
                                                                      0.81% of the next $2.5B
                                                                     0.785% of the next $2.5B
                                                                0.76% of the excess over $10B

AIM European Growth              0.95% of the first $500M           0.935% of the first $250M   12/31/2009
Fund                       0.90% of the excess over $500M             0.91% of the next $250M
                                                                     0.885% of the next $500M
                                                                      0.86% of the next $1.5B
                                                                     0.835% of the next $2.5B
                                                                      0.81% of the next $2.5B
                                                                     0.785% of the next $2.5B
                                                                0.76% of the excess over $10B

AIM Global Aggressive              0.90% of the first $1B            0.80% of the first $250M   12/31/2009
Growth Fund                  0.85% of the excess over $1B             0.78% of the next $250M
                                                                      0.76% of the next $500M
                                                                      0.74% of the next $1.5B
                                                                      0.72% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.68% of the next $2.5B
                                                                0.66% of the excess over $10B

AIM Global Growth                  0.85% of the first $1B            0.80% of the first $250M   12/31/2009
Fund                         0.80% of the excess over $1B             0.78% of the next $250M
                                                                      0.76% of the next $500M
                                                                      0.74% of the next $1.5B
                                                                      0.72% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.68% of the next $2.5B
                                                                0.66% of the excess over $10B


12 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
  AIM International                                          Advisory Fee Reduction Schedule
    Mutual Funds -                                          (Applied When Schedule Results in   Committed
      continued           Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
----------------------------------------------------------------------------------------------------------
AIM International                0.75% of the first $500M   The current advisory fee schedule    6/30/2006
Core Equity Fund                  0.65% of the next $500M     is lower than the uniform fee
                                    0.55% of the next $1B     schedule at all asset levels.
                                    0.45% of the next $2B
                                    0.40% of the next $2B
                                   0.375% of the next $2B
                             0.35% of the excess over $8B

AIM International                  0.95% of the first $1B           0.935% of the first $250M   12/31/2009
Growth Fund                  0.90% of the excess over $1B             0.91% of the next $250M
                                                                     0.885% of the next $500M
                                                                      0.86% of the next $1.5B
                                                                     0.835% of the next $2.5B
                                                                      0.81% of the next $2.5B
                                                                     0.785% of the next $2.5B
                                                                0.76% of the excess over $10B


13 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
                                                            (Applied When Schedule Results in   Committed
AIM Investment Funds      Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
----------------------------------------------------------------------------------------------------------
AIM Developing                  0.975% of the first $500M           0.935% of the first $250M    6/30/2006
Markets Fund                      0.95% of the next $500M             0.91% of the next $250M
                                 0.925% of the next $500M            0.885% of the next $500M
                           0.90% of the excess over $1.5B             0.86% of the next $1.5B
                                                                     0.835% of the next $2.5B
                                                                      0.81% of the next $2.5B
                                                                     0.785% of the next $2.5B
                                                                0.76% of the excess over $10B

AIM Global Health               0.975% of the first $500M            0.75% of the first $250M   12/31/2009
Care Fund                         0.95% of the next $500M             0.74% of the next $250M
                                 0.925% of the next $500M             0.73% of the next $500M
                           0.90% of the excess over $1.5B             0.72% of the next $1.5B
                                                                      0.71% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.69% of the next $2.5B
                                                                0.68% of the excess over $10B

AIM Libra Fund                     0.85% of the first $1B           0.745% of the first $250M   6/30/2006
                             0.80% of the excess over $1B             0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B

AIM Trimark                        0.80% of the first $1B           0.745% of the first $250M   6/30/2006
Endeavor Fund                0.75% of the excess over $1B             0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B


14 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
    AIM Investment                                          (Applied When Schedule Results in   Committed
  Funds - continued       Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
----------------------------------------------------------------------------------------------------------
AIM Trimark Fund                   0.85% of the first $1B            0.80% of the first $250M   6/30/2006
                             0.80% of the excess over $1B             0.78% of the next $250M
                                                                      0.76% of the next $500M
                                                                      0.74% of the next $1.5B
                                                                      0.72% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.68% of the next $2.5B
                                                                0.66% of the excess over $10B

AIM Trimark Small                  0.85% of the first $1B           0.745% of the first $250M   6/30/2006
Companies Fund               0.80% of the excess over $1B             0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B


15 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
    AIM Investment                                          (Applied When Schedule Results in    Committed
   Securities Funds       Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Real Estate Fund    0.90% of average daily net assets            0.75% of the first $250M   12/31/2009
                                                                      0.74% of the next $250M
                                                                      0.73% of the next $500M
                                                                      0.72% of the next $1.5B
                                                                      0.71% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.69% of the next $2.5B
                                                                0.68% of the excess over $10B


16 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
                                                            (Applied When Schedule Results in    Committed
   AIM Sector Funds       Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Energy Fund                  0.75% of the first $350M            0.75% of the first $250M    6/30/2006
                                  0.65% of the next $350M             0.74% of the next $250M
                                  0.55% of the next $1.3B             0.73% of the next $500M
                                    0.45% of the next $2B             0.72% of the next $1.5B
                                    0.40% of the next $2B             0.71% of the next $2.5B
                                   0.375% of the next $2B             0.70% of the next $2.5B
                             0.35% of the excess over $8B             0.69% of the next $2.5B
                                                                0.68% of the excess over $10B

AIM Financial                    0.75% of the first $350M            0.75% of the first $250M    6/30/2006
Services Fund                     0.65% of the next $350M             0.74% of the next $250M
                                  0.55% of the next $1.3B             0.73% of the next $500M
                                    0.45% of the next $2B             0.72% of the next $1.5B
                                    0.40% of the next $2B             0.71% of the next $2.5B
                                   0.375% of the next $2B             0.70% of the next $2.5B
                             0.35% of the excess over $8B             0.69% of the next $2.5B
                                                                0.68% of the excess over $10B

AIM Gold & Precious              0.75% of the first $350M            0.75% of the first $250M    6/30/2006
Metals Fund                       0.65% of the next $350M             0.74% of the next $250M
                                  0.55% of the next $1.3B             0.73% of the next $500M
                                    0.45% of the next $2B             0.72% of the next $1.5B
                                    0.40% of the next $2B             0.71% of the next $2.5B
                                   0.375% of the next $2B             0.70% of the next $2.5B
                             0.35% of the excess over $8B             0.69% of the next $2.5B
                                                                0.68% of the excess over $10B


17 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
   AIM Sector Funds                                         (Applied When Schedule Results in    Committed
     - continued          Current Advisory Fee Schedule      Fees Lower than the Current Fee)      Until
----------------------------------------------------------------------------------------------------------
AIM Health Sciences              0.75% of the first $350M            0.75% of the first $250M    6/30/2006
Fund                              0.65% of the next $350M             0.74% of the next $250M
                                  0.55% of the next $1.3B             0.73% of the next $500M
                                    0.45% of the next $2B             0.72% of the next $1.5B
                                    0.40% of the next $2B             0.71% of the next $2.5B
                                   0.375% of the next $2B             0.70% of the next $2.5B
                             0.35% of the excess over $8B             0.69% of the next $2.5B
                                                                0.68% of the excess over $10B

AIM Leisure Fund                 0.75% of the first $350M            0.75% of the first $250M    6/30/2006
                                  0.65% of the next $350M             0.74% of the next $250M
                                  0.55% of the next $1.3B             0.73% of the next $500M
                                    0.45% of the next $2B             0.72% of the next $1.5B
                                    0.40% of the next $2B             0.71% of the next $2.5B
                                   0.375% of the next $2B             0.70% of the next $2.5B
                             0.35% of the excess over $8B             0.69% of the next $2.5B
                                                                0.68% of the excess over $10B

AIM Technology Fund              0.75% of the first $350M            0.75% of the first $250M    6/30/2006
                                  0.65% of the next $350M             0.74% of the next $250M
                                  0.55% of the next $1.3B             0.73% of the next $500M
                                    0.45% of the next $2B             0.72% of the next $1.5B
                                    0.40% of the next $2B             0.71% of the next $2.5B
                                   0.375% of the next $2B             0.70% of the next $2.5B
                             0.35% of the excess over $8B             0.69% of the next $2.5B
                                                                0.68% of the excess over $10B


18 of 26

Exhibit to Uniform Advisory Fee MOA

---------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
   AIM Sector Funds                                         (Applied When Schedule Results in   Committed
   - continued            Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
---------------------------------------------------------------------------------------------------------
AIM Utilities Fund               0.75% of the first $350M            0.75% of the first $250M   6/30/2006
                                  0.65% of the next $350M             0.74% of the next $250M
                                  0.55% of the next $1.3B             0.73% of the next $500M
                                    0.45% of the next $2B             0.72% of the next $1.5B
                                    0.40% of the next $2B             0.71% of the next $2.5B
                                   0.375% of the next $2B             0.70% of the next $2.5B
                             0.35% of the excess over $8B             0.69% of the next $2.5B
                                                                0.68% of the excess over $10B


19 of 26

Exhibit to Uniform Advisory Fee MOA

---------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
                                                            (Applied When Schedule Results in   Committed
   AIM Stock Funds        Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
---------------------------------------------------------------------------------------------------------
AIM Dynamics Fund                0.60% of the first $350M   The current advisory fee schedule   6/30/2006
                                  0.55% of the next $350M     is lower than the uniform fee
                                  0.50% of the next $1.3B     schedule at all asset levels.
                                    0.45% of the next $2B
                                    0.40% of the next $2B
                                   0.375% of the next $2B
                             0.35% of the excess over $8B

AIM Mid Cap Stock       1.00% of average daily net assets           0.745% of the first $250M   6/30/2006
Fund                                                                  0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B

AIM S&P 500 Index       0.25% of average daily net assets            0.25% of the first $250M   6/30/2006
Fund                                                                  0.24% of the next $250M
                                                                      0.23% of the next $500M
                                                                      0.22% of the next $1.5B
                                                                      0.21% of the next $2.5B
                                                                      0.20% of the next $2.5B
                                                                      0.19% of the next $2.5B
                                                                0.18% of the excess over $10B

AIM Small Company                0.75% of the first $350M           0.745% of the first $250M   6/30/2006
Growth Fund                       0.65% of the next $350M             0.73% of the next $250M
                                  0.55% of the next $1.3B            0.715% of the next $500M
                                    0.45% of the next $2B             0.70% of the next $1.5B
                                    0.40% of the next $2B            0.685% of the next $2.5B
                                   0.375% of the next $2B             0.67% of the next $2.5B
                             0.35% of the excess over $8B            0.655% of the next $2.5B
                                                                0.64% of the excess over $10B


20 of 26

Exhibit to Uniform Advisory Fee MOA

---------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
                                                            (Applied When Schedule Results in   Committed
   AIM Summit Fund        Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
---------------------------------------------------------------------------------------------------------
AIM Summit Fund                   1.00% of the first $10M           0.695% of the first $250M   6/30/2006
                                  0.75% of the next $140M             0.67% of the next $250M
                          0.625% of the excess over $150M            0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B


21 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
                                                             Advisory Fee Reduction Schedule
     AIM Variable                                           (Applied When Schedule Results in   Committed
   Insurance Funds        Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
----------------------------------------------------------------------------------------------------------
AIM V. I. Aggressive             0.80% of the first $150M            0.75% of the first $150M   12/31/2009
Growth Fund               0.625% of the excess over $150M           0.625% of the next $4.85B
                                                                        0.60% of the next $5B
                                                               0.575% of the excess over $10B

AIM V. I. Balanced               0.75% of the first $150M            0.62% of the first $150M   12/31/2009
Fund                       0.50% of the excess over $150M            0.50% of the next $4.85B
                                                                       0.475% of the next $5B
                                                                0.45% of the excess over $10B

AIM V. I. Basic Value           0.725% of the first $500M           0.695% of the first $250M   12/31/2009
Fund                              0.70% of the next $500M             0.67% of the next $250M
                                 0.675% of the next $500M            0.645% of the next $500M
                           0.65% of the excess over $1.5B             0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM V. I. Blue Chip              0.75% of the first $350M           0.695% of the first $250M   12/31/2009
Fund                      0.625% of the excess over $350M             0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B


22 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
     AIM Variable                                            Advisory Fee Reduction Schedule
  Insurance Funds -                                         (Applied When Schedule Results in   Committed
      continued           Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
----------------------------------------------------------------------------------------------------------
AIM V. I. Capital                0.65% of the first $250M           0.695% of the first $250M    6/30/2006
Appreciation Fund          0.60% of the excess over $250M             0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM V. I. Capital                0.75% of the first $350M           0.745% of the first $250M    6/30/2006
Development Fund          0.625% of the excess over $350M             0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B

AIM V. I. Core Equity            0.65% of the first $250M           0.695% of the first $250M    6/30/2006
Fund                       0.60% of the excess over $250M             0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM V. I. Core Stock    0.75% of average daily net assets           0.695% of the first $250M   12/31/2009
Fund                                                                  0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B


23 of 26

Exhibit to Uniform Advisory Fee MOA

----------------------------------------------------------------------------------------------------------
     AIM Variable                                            Advisory Fee Reduction Schedule
  Insurance Funds -                                         (Applied When Schedule Results in   Committed
      continued           Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
----------------------------------------------------------------------------------------------------------
AIM V. I. Dent                     0.77% of the first $2B           0.695% of the first $250M   12/31/2009
Demographic Trends           0.72% of the excess over $2B             0.67% of the next $250M
Fund                                                                 0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM V. I. Dynamics      0.75% of average daily net assets           0.745% of the first $250M    6/30/2006
Fund                                                                  0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B

AIM V. I. Financial     0.75% of average daily net assets            0.75% of the first $250M    6/30/2006
Services Fund                                                         0.74% of the next $250M
                                                                      0.73% of the next $500M
                                                                      0.72% of the next $1.5B
                                                                      0.71% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.69% of the next $2.5B
                                                                0.68% of the excess over $10B

AIM V. I. Growth Fund            0.65% of the first $250M           0.695% of the first $250M    6/30/2006
                           0.60% of the excess over $250M             0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B


24 of 26

Exhibit to Uniform Advisory Fee MOA

---------------------------------------------------------------------------------------------------------
   AIM Variable                                              Advisory Fee Reduction Schedule
  Insurance Funds -                                         (Applied When Schedule Results in   Committed
    continued             Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
---------------------------------------------------------------------------------------------------------
AIM V. I. Health        0.75% of average daily net assets            0.75% of the first $250M   6/30/2006
Sciences Fund                                                         0.74% of the next $250M
                                                                      0.73% of the next $500M
                                                                      0.72% of the next $1.5B
                                                                      0.71% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.69% of the next $2.5B
                                                                0.68% of the excess over $10B

AIM V. I.                        0.75% of the first $250M   The current advisory fee schedule   6/30/2006
International              0.70% of the excess over $250M     is lower than the uniform fee
Growth Fund                                                   schedule at all asset levels.

AIM V. I. Large Cap                0.75% of the first $1B           0.695% of the first $250M   6/30/2006
Growth Fund                         0.70% of the next $1B             0.67% of the next $250M
                            0.625% of the excess over $2B            0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM V. I. Leisure       0.75% of average daily net assets            0.75% of the first $250M   6/30/2006
Fund                                                                  0.74% of the next $250M
                                                                      0.73% of the next $500M
                                                                      0.72% of the next $1.5B
                                                                      0.71% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.69% of the next $2.5B
                                                                0.68% of the excess over $10B


25 of 26

Exhibit to Uniform Advisory Fee MOA

---------------------------------------------------------------------------------------------------------
   AIM Variable                                              Advisory Fee Reduction Schedule
  Insurance Funds -                                         (Applied When Schedule Results in   Committed
    continued             Current Advisory Fee Schedule      Fees Lower than the Current Fee)     Until
---------------------------------------------------------------------------------------------------------
AIM V. I. Mid Cap               0.725% of the first $500M   The current advisory fee schedule   6/30/2006
Core Equity Fund                  0.70% of the next $500M     is lower than the uniform fee
                                 0.675% of the next $500M     schedule at all asset levels.
                           0.65% of the excess over $1.5B

AIM V. I. Premier                0.65% of the first $250M           0.695% of the first $250M   6/30/2006
Equity Fund                0.60% of the excess over $250M             0.67% of the next $250M
                                                                     0.645% of the next $500M
                                                                      0.62% of the next $1.5B
                                                                     0.595% of the next $2.5B
                                                                      0.57% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                0.52% of the excess over $10B

AIM V. I. Real Estate   0.90% of average daily net assets            0.75% of the first $250M   6/30/2006
Fund                                                                  0.74% of the next $250M
                                                                      0.73% of the next $500M
                                                                      0.72% of the next $1.5B
                                                                      0.71% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.69% of the next $2.5B
                                                                0.68% of the excess over $10B

AIM V. I. Small Cap     0.85% of average daily net assets           0.745% of the first $250M   6/30/2006
Equity Fund                                                           0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B


26 of 26

Exhibit to Uniform Advisory Fee MOA

---------------------------------------------------------------------------------------------------------
   AIM Variable                                              Advisory Fee Reduction Schedule
  Insurance Funds -                                         (Applied When Schedule Results in   Committed
    continued             Current Advisory Fee Schedule     Fees Lower than the Current Fee)      Until
---------------------------------------------------------------------------------------------------------
AIM V. I. Small         0.75% of average daily net assets           0.745% of the first $250M   6/30/2006
Company Growth Fund                                                   0.73% of the next $250M
                                                                     0.715% of the next $500M
                                                                      0.70% of the next $1.5B
                                                                     0.685% of the next $2.5B
                                                                      0.67% of the next $2.5B
                                                                     0.655% of the next $2.5B
                                                                0.64% of the excess over $10B

AIM V. I. Technology    0.75% of average daily net assets            0.75% of the first $250M   6/30/2006
Fund                                                                  0.74% of the next $250M
                                                                      0.73% of the next $500M
                                                                      0.72% of the next $1.5B
                                                                      0.71% of the next $2.5B
                                                                      0.70% of the next $2.5B
                                                                      0.69% of the next $2.5B
                                                                0.68% of the excess over $10B

AIM V. I. Total         0.75% of average daily net assets            0.62% of the first $250M   6/30/2006
Return Fund                                                          0.605% of the next $250M
                                                                      0.59% of the next $500M
                                                                     0.575% of the next $1.5B
                                                                      0.56% of the next $2.5B
                                                                     0.545% of the next $2.5B
                                                                      0.53% of the next $2.5B
                                                               0.515% of the excess over $10B

AIM V. I. Utilities     0.60% of average daily net assets   The current advisory fee schedule   6/30/2006
Fund                                                          is lower than the uniform fee
                                                              schedule at all asset levels.


MEMORANDUM OF AGREEMENT

This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the "Exhibits"), between AIM Combination Stock & Bond Funds, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Stock Funds, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust (each a "Trust" or, collectively, the "Trusts"), on behalf of the funds listed on the Exhibits to this Memorandum of Agreement (the "Funds"), and A I M Advisors, Inc. ("AIM"). This Memorandum of Agreement restates the Memorandum of Agreement dated April 1, 2005 between AIM Combination Stock & Bond Funds, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds and AIM Stock Funds. AIM shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits.

For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and AIM agree as follows:

The Trusts and AIM agree until the date set forth on the attached Exhibits (the "Expiration Date") that AIM will waive its fees or reimburse expenses to the extent that expenses (excluding (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items (these are expenses that are not anticipated to arise from each Fund's day-to-day operations), or items designated as such by the Funds' Board of Trustees; (v) expenses related to a merger or reorganization, as approved by the Funds' Board of Trustees; and (vi) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) of a class of a Fund exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. The Board of Trustees and AIM may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. AIM will not have any right to reimbursement of any amount so waived or reimbursed.

Each of the Trusts and AIM agree to review the then-current waivers or expense limitations for each class of each Fund listed on the Exhibits on a date prior to the Expiration Date to determine whether such waivers or limitations should be amended, continued or terminated. The waivers or expense limitations will expire upon the Expiration Date unless the Trust and AIM have agreed to continue them. The Exhibits will be amended to reflect any such agreement.

It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of each Fund, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust.

1

IN WITNESS WHEREOF, each of the Trusts and AIM have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits.

AIM COMBINATION STOCK & BOND FUNDS
AIM COUNSELOR SERIES TRUST
AIM EQUITY FUNDS
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL MUTUAL FUNDS
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SECTOR FUNDS
AIM STOCK FUNDS
AIM VARIABLE INSURANCE FUNDS
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS TRUST
on behalf of the Funds listed in Exhibit
"A" to this Memorandum of Agreement

By:  /s/ ROBERT H. GRAHAM
     --------------------

Title: President
       ---------------------------------

A I M Advisors, Inc.

By:  /s/ MARK H. WILLIAMSON
     ----------------------

Title: President
       ---------------------------------

2

EXHIBIT "A"

FUNDS WITH FISCAL YEAR END OF MARCH 31

AIM SECTOR FUNDS

FUND                                 EXPENSE LIMITATION   EFFECTIVE DATE   EXPIRATION DATE
----                                 ------------------   --------------   ---------------
AIM Energy Fund(1)
      Class A Shares                        1.90%           July 1, 2005    March 31, 2006
      Class B Shares                        2.65%          April 1, 2005    March 31, 2006
      Class C Shares                        2.65%          April 1, 2005    March 31, 2006
      Class K Shares                        2.10%          April 1, 2005    March 31, 2006
      Investor Class Shares                 1.90%          April 1, 2005    March 31, 2006

AIM Financial Services Fund(1)
      Class A Shares                        1.90%           July 1, 2005    March 31, 2006
      Class B Shares                        2.65%          April 1, 2005    March 31, 2006
      Class C Shares                        2.65%          April 1, 2005    March 31, 2006
      Class K Shares                        2.10%          April 1, 2005    March 31, 2006
      Investor Class Shares                 1.90%          April 1, 2005    March 31, 2006

AIM Gold & Precious Metals Fund(1)
      Class A Shares                        1.90%           July 1, 2005    March 31, 2006
      Class B Shares                        2.65%          April 1, 2005    March 31, 2006
      Class C Shares                        2.65%          April 1, 2005    March 31, 2006
      Investor Class Shares                 1.90%          April 1, 2005    March 31, 2006

AIM Health Sciences Fund(1)
      Class A Shares                        1.90%           July 1, 2005    March 31, 2006
      Class B Shares                        2.65%          April 1, 2005    March 31, 2006
      Class C Shares                        2.65%          April 1, 2005    March 31, 2006
      Class K Shares                        2.10%          April 1, 2005    March 31, 2006
      Investor Class Shares                 1.90%          April 1, 2005    March 31, 2006

AIM Leisure Fund(1)
      Class A Shares                        1.90%           July 1, 2005    March 31, 2006
      Class B Shares                        2.65%          April 1, 2005    March 31, 2006
      Class C Shares                        2.65%          April 1, 2005    March 31, 2006
      Class K Shares                        2.10%          April 1, 2005    March 31, 2006
      Investor Class Shares                 1.90%          April 1, 2005    March 31, 2006

(1) The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate.

3

FUND                                 EXPENSE LIMITATION   EFFECTIVE DATE   EXPIRATION DATE
----                                 ------------------   --------------   ---------------
AIM Technology Fund(1)
      Class A Shares                        1.55%           July 1, 2005    June 30, 2006
      Class B Shares                        2.30%           July 1, 2005    June 30, 2006
      Class C Shares                        2.30%           July 1, 2005    June 30, 2006
      Class K Shares                        1.75%           July 1, 2005    June 30, 2006
      Investor Class Shares                 1.55%           July 1, 2005    June 30, 2006
      Institutional Class Shares            1.30%           July 1, 2005    June 30, 2006

AIM Utilities Fund(1)
      Class A Shares                        1.90%           April 1, 2005   March 31, 2006
      Class B Shares                        2.65%           April 1, 2005   March 31, 2006
      Class C Shares                        2.65%           April 1, 2005   March 31, 2006
      Investor Class Shares                 1.90%           April 1, 2005   March 31, 2006

FUNDS WITH FISCAL YEAR END OF JULY 31

AIM INVESTMENT SECURITIES FUNDS

FUND                                 EXPENSE LIMITATION   EFFECTIVE DATE   EXPIRATION DATE
----                                 ------------------   --------------   ---------------
AIM Global Real Estate Fund(1)
      Class A Shares                       1.40%           July 1, 2005     July 31, 2006
      Class B Shares                       2.15%          April 29, 2005    July 31, 2006
      Class C Shares                       2.15%          April 29, 2005    July 31, 2006
      Class R Shares                       1.65%          April 29, 2005    July 31, 2006
      Institutional Class Shares           1.15%          April 29, 2005    July 31, 2006

AIM Short Term Bond Fund(1)
      Class A Shares                       0.85%           July 1, 2005     July 31, 2006
      Class C Shares                       1.20%(2)       August 1, 2005    July 31, 2006
      Class R Shares                       1.10%          August 1, 2005    July 31, 2006
      Institutional Class Shares           0.60%          August 1, 2005    July 31, 2006

AIM Total Return Bond Fund(1)
      Class A Shares                       1.15%           July 1, 2005     July 31, 2006
      Class B Shares                       1.90%          August 1, 2005    July 31, 2006
      Class C Shares                       1.90%          August 1, 2005    July 31, 2006
      Class R Shares                       1.40%          August 1, 2005    July 31, 2006
      Institutional Class Shares           0.90%          August 1, 2005    July 31, 2006

(1) The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate.

(2) The expense limit shown is the expense limit after Rule 12b-1 fee waivers by A I M Distributors, Inc.

4

AIM STOCK FUNDS

FUND                                 EXPENSE LIMITATION   EFFECTIVE DATE   EXPIRATION DATE
----                                 ------------------   --------------   ---------------
AIM Dynamics Fund(1)
      Class A Shares                       1.90%           July 1, 2005     July 31, 2006
      Class B Shares                       2.65%          August 1, 2005    July 31, 2006
      Class C Shares                       2.65%          August 1, 2005    July 31, 2006
      Class K Shares                       2.10%          August 1, 2005    July 31, 2006
      Investor Class Shares                1.90%          August 1, 2005    July 31, 2006
      Institutional Class Shares           1.65%          August 1, 2005    July 31, 2006

AIM Mid Cap Stock Fund(1)
      Class A Shares                       1.90%           July 1, 2005     July 31, 2006
      Class B Shares                       2.65%          August 1, 2005    July 31, 2006
      Class C Shares                       2.65%          August 1, 2005    July 31, 2006
      Class K Shares                       2.10%          August 1, 2005    July 31, 2006
      Investor Class Shares                1.90%          August 1, 2005    July 31, 2006
      Institutional Class Shares           1.65%          August 1, 2005    July 31, 2006

AIM Small Company Growth Fund(1)
      Class A Shares                       1.90%           July 1, 2005     July 31, 2006
      Class B Shares                       2.65%          August 1, 2005    July 31, 2006
      Class C Shares                       2.65%          August 1, 2005    July 31, 2006
      Class K Shares                       2.10%          August 1, 2005    July 31, 2006
      Investor Class Shares                1.90%          August 1, 2005    July 31, 2006
      Institutional Class Shares           1.65%          July 13, 2005     July 31, 2006

AIM S&P 500 Index Fund(1)
      Investor Class Shares                0.60%           July 1, 2005     July 31, 2006
      Institutional Class Shares           0.35%           July 1, 2005     July 31, 2006

FUNDS WITH FISCAL YEAR END OF AUGUST 31

AIM COMBINATION STOCK & BOND FUNDS

FUND                                 EXPENSE LIMITATION    EFFECTIVE DATE     EXPIRATION DATE
----                                 ------------------    --------------     ---------------
AIM Core Stock Fund(1)
      Class A Shares                        1.90%           July 1, 2005      August 31, 2006
      Class B Shares                        2.65%         September 1, 2005   August 31, 2006
      Class C Shares                        2.65%         September 1, 2005   August 31, 2006
      Class K Shares                        2.10%         September 1, 2005   August 31, 2006
      Investor Class Shares                 1.90%         September 1, 2005   August 31, 2006

(1) The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate.

5

FUND                                 EXPENSE LIMITATION    EFFECTIVE DATE     EXPIRATION DATE
----                                 ------------------    --------------     ---------------
AIM Total Return Fund(1)
      Class A Shares                        1.90%           July 1, 2005      August 31, 2006
      Class B Shares                        2.65%         September 1, 2005   August 31, 2006
      Class C Shares                        2.65%         September 1, 2005   August 31, 2006
      Class K Shares                        2.10%         September 1, 2005   August 31, 2006
      Investor Class Shares                 1.90%         September 1, 2005   August 31, 2006
      Institutional Class Shares            1.65%         September 1, 2005   August 31, 2006

AIM COUNSELOR SERIES TRUST

FUND                                 EXPENSE LIMITATION    EFFECTIVE DATE     EXPIRATION DATE
----                                 ------------------    --------------     ---------------
AIM Multi-Sector Fund(1)
      Class A Shares                        1.90%           July 1, 2005      August 31, 2006
      Class B Shares                        2.65%         September 1, 2005   August 31, 2006
      Class C Shares                        2.65%         September 1, 2005   August 31, 2006
      Institutional Class Shares            1.65%         September 1, 2005   August 31, 2006

FUNDS WITH FISCAL YEAR END OF OCTOBER 31

AIM EQUITY FUNDS

FUND                                 EXPENSE LIMITATION    EFFECTIVE DATE     EXPIRATION DATE
----                                 ------------------    --------------     ---------------
AIM Diversified Dividend Fund(1)
      Class A Shares                        1.40%           July 1, 2005     October 31, 2005
      Class B Shares                        2.15%         November 1, 2004   October 31, 2005
      Class C Shares                        2.15%         November 1, 2004   October 31, 2005
      Investor Class Shares                 1.40%          April 29, 2005    October 31, 2006

AIM Large Cap Basic Value Fund(1)
      Class A Shares                        1.22%           July 1, 2005       June 30, 2006
      Class B Shares                        1.97%           July 1, 2005       June 30, 2006
      Class C Shares                        1.97%           July 1, 2005       June 30, 2006
      Class R Shares                        1.47%           July 1, 2005       June 30, 2006
      Investor Class Shares                 1.22%           July 1, 2005       June 30, 2006
      Institutional Class Shares            0.97%           July 1, 2005       June 30, 2006

(1) The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate.

6

FUND                                 EXPENSE LIMITATION   EFFECTIVE DATE   EXPIRATION DATE
----                                 ------------------   --------------   ---------------
AIM Large Cap Growth Fund(1)
      Class A Shares                        1.32%          July 1, 2005     June 30, 2006
      Class B Shares                        2.07%          July 1, 2005     June 30, 2006
      Class C Shares                        2.07%          July 1, 2005     June 30, 2006
      Class R Shares                        1.57%          July 1, 2005     June 30, 2006
      Investor Class Shares                 1.32%          July 1, 2005     June 30, 2006
      Institutional Class Shares            1.07%          July 1, 2005     June 30, 2006

AIM INTERNATIONAL MUTUAL FUNDS

FUND                                    EXPENSE LIMITATION     EFFECTIVE DATE    EXPIRATION DATE
----                                    ------------------     --------------    ---------------
AIM International Core Equity Fund(1)
      Class A Shares                           2.00%            July 1, 2005     October 31, 2005
      Class B Shares                           2.75%         September 1, 2004   October 31, 2005
      Class C Shares                           2.75%         September 1, 2004   October 31, 2005
      Class R Shares                           2.25%         September 1, 2004   October 31, 2005
      Investor Class Shares                    2.00%         September 1, 2004   October 31, 2005
      Institutional Class Shares               1.75%         September 1, 2004   October 31, 2005

AIM INVESTMENT FUNDS

FUND                                 EXPENSE LIMITATION     EFFECTIVE DATE    EXPIRATION DATE
----                                 ------------------     --------------    ---------------
AIM Developing Markets Fund(1)
      Class A Shares                        1.75%            July 1, 2005     October 31, 2005
      Class B Shares                        2.50%         September 1, 2004   October 31, 2005
      Class C Shares                        2.50%         September 1, 2004   October 31, 2005

AIM Trimark Endeavor Fund(1)
      Class A Shares                        1.90%            July 1, 2005     October 31, 2005
      Class B Shares                        2.65%         September 1, 2004   October 31, 2005
      Class C Shares                        2.65%         September 1, 2004   October 31, 2005
      Class R Shares                        2.15%         September 1, 2004   October 31, 2005
      Institutional Class Shares            1.65%         September 1, 2004   October 31, 2005

AIM Trimark Fund(1)
      Class A Shares                        2.15%            July 1, 2005     October 31, 2005
      Class B Shares                        2.90%         September 1, 2004   October 31, 2005
      Class C Shares                        2.90%         September 1, 2004   October 31, 2005
      Class R Shares                        2.40%         September 1, 2004   October 31, 2005
      Institutional Class Shares            1.90%         September 1, 2004   October 31, 2005

(1) The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate.

7

FUND                                  EXPENSE LIMITATION    EFFECTIVE DATE     EXPIRATION DATE
----                                  ------------------    --------------     ---------------
AIM Trimark Small Companies Fund(1)
      Class A Shares                         1.90%            July 1, 2005     October 31, 2005
      Class B Shares                         2.65%         September 1, 2004   October 31, 2005
      Class C Shares                         2.65%         September 1, 2004   October 31, 2005
      Class R Shares                         2.15%         September 1, 2004   October 31, 2005
      Institutional Class Shares             1.65%         September 1, 2004   October 31, 2005

FUNDS WITH FISCAL YEAR END OF DECEMBER 31

AIM FUNDS GROUP

FUND                                      EXPENSE LIMITATION   EFFECTIVE DATE     EXPIRATION DATE
----                                      ------------------   --------------     ---------------
AIM European Small Company Fund(1)
      Class A Shares                             1.90%          July 1, 2005     December 31, 2005
      Class B Shares                             2.65%         January 1, 2005   December 31, 2005
      Class C Shares                             2.65%         January 1, 2005   December 31, 2005

AIM Global Value Fund(1)
      Class A Shares                             1.90%          July 1, 2005     December 31, 2005
      Class B Shares                             2.65%         January 1, 2005   December 31, 2005
      Class C Shares                             2.65%         January 1, 2005   December 31, 2005

AIM International Small Company Fund(1)
      Class A Shares                             1.90%          July 1, 2005     December 31, 2005
      Class B Shares                             2.65%         January 1, 2005   December 31, 2005
      Class C Shares                             2.65%         January 1, 2005   December 31, 2005

AIM GROWTH SERIES

FUND                               EXPENSE LIMITATION   EFFECTIVE DATE     EXPIRATION DATE
----                               ------------------   --------------     ---------------
AIM Global Equity Fund(1)
      Class A Shares                      1.75%          July 1, 2005     December 31, 2005
      Class B Shares                      2.50%         January 1, 2005   December 31, 2005
      Class C Shares                      2.50%         January 1, 2005   December 31, 2005
      Institutional Class Shares          1.50%         January 1, 2005   December 31, 2005

(1) The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate.

8

EXHIBIT "B"

AIM GROWTH SERIES

FUND                                             EXPENSE LIMITATION              EFFECTIVE DATE    EXPIRATION DATE
----                                             ------------------              --------------    ---------------
AIM Conservative Allocation Fund
      Class A Shares                  Limit Other Expenses to 0.20% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Class B Shares                  Limit Other Expenses to 0.20% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Class C Shares                  Limit Other Expenses to 0.20% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Class R Shares                  Limit Other Expenses to 0.20% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Institutional Class Shares      Limit Other Expenses to 0.20% of average   April 29, 2004   December 31, 2005
                                      daily net assets

AIM Growth Allocation Fund
      Class A Shares                  Limit Other Expenses to 0.17% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Class B Shares                  Limit Other Expenses to 0.17% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Class C Shares                  Limit Other Expenses to 0.17% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Class R Shares                  Limit Other Expenses to 0.17% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Institutional Class Shares      Limit Other Expenses to 0.17% of average   April 29, 2004   December 31, 2005
                                      daily net assets

AIM Moderate Allocation Fund
      Class A Shares                  Limit Other Expenses to 0.05% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Class B Shares                  Limit Other Expenses to 0.05% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Class C Shares                  Limit Other Expenses to 0.05% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Class R Shares                  Limit Other Expenses to 0.05% of average   April 29, 2004   December 31, 2005
                                      daily net assets
      Institutional Class Shares      Limit Other Expenses to 0.05% of average   April 29, 2004   December 31, 2005
                                      daily net assets

AIM Moderate Growth Allocation Fund
      Class A Shares                  Limit Other Expenses to 0.12% of average   April 29, 2005   December 31, 2006
                                      daily net assets
      Class B Shares                  Limit Other Expenses to 0.12% of average   April 29, 2005   December 31, 2006
                                      daily net assets
      Class C Shares                  Limit Other Expenses to 0.12% of average   April 29, 2005   December 31, 2006
                                      daily net assets

9

FUND                                             EXPENSE LIMITATION              EFFECTIVE DATE    EXPIRATION DATE
----                                             ------------------              --------------    ---------------
      Class R Shares                  Limit Other Expenses to 0.12% of average   April 29, 2005   December 31, 2006
                                      daily net assets
      Institutional Class Shares      Limit Other Expenses to 0.12% of average   April 29, 2005   December 31, 2006
                                      daily net assets

AIM Moderately Conservative
Allocation Fund
      Class A Shares                  Limit Other Expenses to 0.14% of average   April 29, 2005   December 31, 2006
                                      daily net assets
      Class B Shares                  Limit Other Expenses to 0.14% of average   April 29, 2005   December 31, 2006
                                      daily net assets
      Class C Shares                  Limit Other Expenses to 0.14% of average   April 29, 2005   December 31, 2006
                                      daily net assets
      Class R Shares                  Limit Other Expenses to 0.14% of average   April 29, 2005   December 31, 2006
                                      daily net assets
      Institutional Class Shares      Limit Other Expenses to 0.14% of average   April 29, 2005   December 31, 2006
                                      daily net assets

Other Expenses are defined as all normal operating expenses of the fund, excluding management fees and 12b-1 expenses. The expense limitation is subject to the exclusions as listed in the Memorandum of Agreement.

10

EXHIBIT "C"

FUNDS WITH FISCAL YEAR END OF MARCH 31

TAX-FREE INVESTMENTS TRUST

FUND                                     EXPENSE LIMITATION   EFFECTIVE DATE   EXPIRATION DATE
----                                     ------------------   --------------   ---------------
Tax-Free Cash Reserve Portfolio(1),(2)
      Cash Management Class                     0.22%          June 30, 2005    March 31, 2007
      Corporate Class                           0.22%          June 30, 2005    March 31, 2007
      Institutional Class                       0.22%          June 30, 2005    March 31, 2007
      Personal Investment Class                 0.22%          June 30, 2005    March 31, 2007
      Private Investment Class                  0.22%          June 30, 2005    March 31, 2007
      Reserve Class                             0.22%          June 30, 2005    March 31, 2007
      Resource Class                            0.22%          June 30, 2005    March 31, 2007

FUNDS WITH FISCAL YEAR END OF AUGUST 31

SHORT-TERM INVESTMENTS TRUST

FUND                                     EXPENSE LIMITATION   EFFECTIVE DATE   EXPIRATION DATE
----                                     ------------------   --------------   ---------------
Government & Agency Portfolio(1)
      Cash Management Class                     0.12%          June 30, 2005   August 31, 2006
      Corporate Class                           0.12%          June 30, 2005   August 31, 2006
      Institutional Class                       0.12%          June 30, 2005   August 31, 2006
      Personal Investment Class                 0.12%          June 30, 2005   August 31, 2006
      Private Investment Class                  0.12%          June 30, 2005   August 31, 2006
      Reserve Class                             0.12%          June 30, 2005   August 31, 2006
      Resource Class                            0.12%          June 30, 2005   August 31, 2006
Government TaxAdvantage Portfolio(1)
      Cash Management Class                     0.12%          June 30, 2005   August 31, 2006
      Corporate Class                           0.12%          June 30, 2005   August 31, 2006
      Institutional Class                       0.12%          June 30, 2005   August 31, 2006
      Personal Investment Class                 0.12%          June 30, 2005   August 31, 2006
      Private Investment Class                  0.12%          June 30, 2005   August 31, 2006
      Reserve Class                             0.12%          June 30, 2005   August 31, 2006
      Resource Class                            0.12%          June 30, 2005   August 31, 2006
Liquid Assets Portfolio(1)
      Cash Management Class                     0.12%          June 30, 2005   August 31, 2006
      Corporate Class                           0.12%          June 30, 2005   August 31, 2006
      Institutional Class                       0.12%          June 30, 2005   August 31, 2006
      Personal Investment Class                 0.12%          June 30, 2005   August 31, 2006
      Private Investment Class                  0.12%          June 30, 2005   August 31, 2006
      Reserve Class                             0.12%          June 30, 2005   August 31, 2006
      Resource Class                            0.12%          June 30, 2005   August 31, 2006

(1) The expense limit shown excludes Rule 12b-1 fee waivers by Fund Management Company.

(2) The expense limitation also excludes Trustees' fees and federal registration expenses.

11

FUND                                     EXPENSE LIMITATION   EFFECTIVE DATE   EXPIRATION DATE
----                                     ------------------   --------------   ---------------
STIC Prime Portfolio(1)
      Cash Management Class                     0.12%          June 30, 2005   August 31, 2006
      Corporate Class                           0.12%          June 30, 2005   August 31, 2006
      Institutional Class                       0.12%          June 30, 2005   August 31, 2006
      Personal Investment Class                 0.12%          June 30, 2005   August 31, 2006
      Private Investment Class                  0.12%          June 30, 2005   August 31, 2006
      Reserve Class                             0.12%          June 30, 2005   August 31, 2006
      Resource Class                            0.12%          June 30, 2005   August 31, 2006

Treasury Portfolio(1)
      Cash Management Class                     0.12%          June 30, 2005   August 31, 2006
      Corporate Class                           0.12%          June 30, 2005   August 31, 2006
      Institutional Class                       0.12%          June 30, 2005   August 31, 2006
      Personal Investment Class                 0.12%          June 30, 2005   August 31, 2006
      Private Investment Class                  0.12%          June 30, 2005   August 31, 2006
      Reserve Class                             0.12%          June 30, 2005   August 31, 2006
      Resource Class                            0.12%          June 30, 2005   August 31, 2006

(1) The expense limit shown excludes Rule 12b-1 fee waivers by Fund Management Company.

12

EXHIBIT "D"

AIM VARIABLE INSURANCE FUNDS

FUND                                     EXPENSE LIMITATION    EFFECTIVE DATE    EXPIRATION DATE
----                                     ------------------    --------------    ---------------
AIM V.I. Aggressive Growth Fund
      Series I Shares                            1.30%         January 1, 2005    April 30, 2006

      Series II Shares                           1.45%         January 1, 2005    April 30, 2006

AIM V.I. Balanced Fund
      Series I Shares                            0.91%          July 1, 2005      June 30, 2006

      Series II Shares                           1.16%          July 1, 2005      June 30, 2006

AIM V.I. Basic Value Fund
      Series I Shares                            1.30%         January 1, 2005    April 30, 2006

      Series II Shares                           1.45%         January 1, 2005    April 30, 2006

AIM V.I. Blue Chip Fund
      Series I Shares                            1.01%          July 1, 2005      June 30, 2006

      Series II Shares                           1.26%          July 1, 2005      June 30, 2006

AIM V.I. Capital Appreciation Fund
      Series I Shares                            1.30%         January 1, 2005    April 30, 2006

      Series II Shares                           1.45%         January 1, 2005    April 30, 2006

AIM V.I. Capital Development Fund
      Series I Shares                            1.30%         January 1, 2005    April 30, 2006

      Series II Shares                           1.45%         January 1, 2005    April 30, 2006

AIM V.I. Core Equity Fund
      Series I Shares                            1.30%         January 1, 2005    April 30, 2006

      Series II Shares                           1.45%         January 1, 2005    April 30, 2006

AIM V.I. Core Stock Fund
      Series I Shares                            0.91%          July 1, 2005      June 30, 2006

      Series II Shares                           1.16%          July 1, 2005      June 30, 2006

13

FUND                                     EXPENSE LIMITATION    EFFECTIVE DATE    EXPIRATION DATE
----                                     ------------------    --------------    ---------------
AIM V.I. Dent Demographic Trends Fund
      Series I Shares                            1.01%         July 1, 2005      June 30, 2006

      Series II Shares                           1.26%         July 1, 2005      June 30, 2006

AIM V.I. Diversified Income Fund
      Series I Shares                            0.75%         July 1, 2005      June 30, 2006

      Series II Shares                           1.00%         July 1, 2005      June 30, 2006

AIM V.I. Dynamics Fund
      Series I Shares                            1.30%        January 1, 2005    April 30, 2006

      Series II Shares                           1.45%        January 1, 2005    April 30, 2006

AIM V.I. Financial Services Fund
      Series I Shares                            1.30%        January 1, 2005    April 30, 2006

      Series II Shares                           1.45%        January 1, 2005    April 30, 2006

AIM V.I. Government Securities Fund
      Series I Shares                            0.73%         July 1, 2005      June 30, 2006

      Series II Shares                           0.98%         July 1, 2005      June 30, 2006

AIM V.I. Growth Fund
      Series I Shares                            1.30%        January 1, 2005    April 30, 2006

      Series II Shares                           1.45%        January 1, 2005    April 30, 2006

AIM V.I. Health Sciences Fund
      Series I Shares                            1.30%        January 1, 2005    April 30, 2006

      Series II Shares                           1.45%        January 1, 2005    April 30, 2006

AIM V.I. High Yield Fund
      Series I Shares                            0.95%         July 1, 2005      June 30, 2006

      Series II Shares                           1.20%         July 1, 2005      June 30, 2006

14

FUND                                     EXPENSE LIMITATION    EFFECTIVE DATE    EXPIRATION DATE
----                                     ------------------    --------------    ---------------
AIM V.I. International Growth Fund
      Series I Shares                            1.30%        January 1, 2005     April 30, 2006

      Series II Shares                           1.45%        January 1, 2005     April 30, 2006

AIM V.I. Large Cap Growth Fund
      Series I Shares                            1.01%         July 1, 2005       June 30, 2006

      Series II Shares                           1.26%         July 1, 2005       June 30, 2006

AIM V.I. Leisure Fund
      Series I Shares                            1.01%         July 1, 2005       June 30, 2006

      Series II Shares                           1.26%         July 1, 2005       June 30, 2006

AIM V.I. Mid Cap Core Equity Fund
      Series I Shares                            1.30%        January 1, 2005     April 30, 2006

      Series II Shares                           1.45%        January 1, 2005     April 30, 2006

AIM V.I. Money Market Fund
      Series I Shares                            1.30%        January 1, 2005     April 30, 2006

      Series II Shares                           1.45%        January 1, 2005     April 30, 2006

AIM V.I. Premier Equity Fund
      Series I Shares                            1.30%        January 1, 2005     April 30, 2006

      Series II Shares                           1.45%        January 1, 2005     April 30, 2006

AIM V.I. Real Estate Fund
      Series I Shares                            1.30%        January 1, 2005     April 30, 2006

      Series II Shares                           1.45%        January 1, 2005     April 30, 2006

AIM V.I. Small Cap Equity Fund
      Series I Shares                            1.15%         July 1, 2005       June 30, 2006

      Series II Shares                           1.40%         July 1, 2005       June 30, 2006

AIM V.I. Small Company Growth Fund
      Series I Shares                            1.20%         July 1, 2005       June 30, 2006

      Series II Shares                           1.45%         July 1, 2005       June 30, 2006

AIM V.I. Technology Fund
      Series I Shares                            1.30%        January 1, 2005     April 30, 2006

      Series II Shares                           1.45%        January 1, 2005     April 30, 2006

15

FUND                                     EXPENSE LIMITATION    EFFECTIVE DATE    EXPIRATION DATE
----                                     ------------------    --------------    ---------------
AIM V.I. Total Return Fund
      Series I Shares                            0.91%         July 1, 2005       June 30, 2006

      Series II Shares                           1.16%         July 1, 2005       June 30, 2006

AIM V.I. Utilities Fund
      Series I Shares                            1.30%        January 1, 2005     April 30, 2006

      Series II Shares                           1.45%        January 1, 2005     April 30, 2006

16

[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL, LLP]

August 9, 2005

AIM Growth Series
11 Greenway Plaza, Suite 100
Houston, TX 77046-1173

Re: AIM Growth Series
Registration Statement on Form N-1A

Ladies and Gentlemen:

We have acted as counsel to AIM Growth Series, a statutory trust organized under the laws of the State of Delaware (the "Trust") and registered under the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end, series management investment company.

This opinion is given in connection with the filing by the Trust of Post-Effective Amendment No. 59 to the Registration Statement on Form N-1A under the Securities Act of 1933, as amended, and Amendment No. 55 to such Registration Statement under the 1940 Act (collectively, the "Registration Statement") relating to (i) the registration of an indefinite number of Class A, Class B, Class C, Class R and Institutional Class shares of beneficial interest, par value $0.01 per share (the "New Funds Shares"), of AIM Income Allocation Fund and AIM International Allocation Fund (the "New Funds") and (ii) the registration of an indefinite number of Class R shares of beneficial interest, par value $0.01 per share (together with the New Funds Shares, the "Shares"), of AIM Global Equity Fund (together with the New Funds, the "Funds," and each of the Funds, individually, a "Fund").

In connection with giving this opinion, we have examined copies of the Trust's Amended and Restated Certificate of Trust, Amended and Restated Agreement and Declaration of Trust, as amended (the "Trust Agreement"), and resolutions of the Board of Trustees adopted June 30, 2005 and August 4, 2005, and originals or copies, certified or otherwise identified to our satisfaction, of such other documents, records and other instruments as we have deemed necessary or advisable for purposes of this opinion. We have also examined the prospectuses for the Funds, which are included in the Registration Statement, substantially in the form in which


AIM Growth Series
August 9, 2005

Page 2

they are to be filed (the "Prospectuses"). As to various questions of fact material to our opinion, we have relied upon information provided by officers of the Trust.

The Prospectuses provide for issuance of the Shares from time to time at the net asset value thereof, plus any applicable sales charge. In connection with our giving this opinion, we assume that upon sale of the Shares the Trust will receive the net asset value thereof.

Based on the foregoing, we are of the opinion that the Shares to be offered for sale pursuant to the Prospectuses are duly authorized and, when sold, issued and paid for as described in the Prospectuses, will be validly issued, fully paid and nonassessable.

We express no opinion concerning the laws of any jurisdiction other than the federal law of the United States of America and the Delaware Statutory Trust Act.

Both the Delaware Statutory Trust Act and the Trust Agreement provide that shareholders of the Trust shall be entitled to the same limitation on personal liability as is extended under the Delaware General Corporation Law to stockholders of private corporations for profit. There is a remote possibility, however, that, under certain circumstances, shareholders of a Delaware statutory trust may be held personally liable for that trust's obligations to the extent that 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 also provides for indemnification out of property of each Fund for all loss and expense of any shareholder held personally liable for the obligations of that Fund. Therefore, the risk of any shareholder incurring financial loss beyond his investment due to shareholder liability is limited to circumstances in which a Fund is unable to meet its obligations and the express limitation of shareholder liabilities is determined not to be effective.

We consent to the filing of this opinion as an exhibit to the Registration Statement and 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 Statements of Additional Information for the Funds, which are included in the Registration Statement.

Very truly yours,

/s/  Ballard Spahr Andrews & Ingersoll, LLP


April 28, 2005

Board of Trustees
AIM Growth Series
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173

Re: Initial Capital Investment In New Portfolios Of AIM Growth Series (The "Fund")

Ladies and Gentlemen:

We are purchasing shares of the Fund for the purpose of providing initial investment for two new investment portfolios 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 each portfolio:

                  FUND                                                                   AMOUNT                DATE
                  ----                                                                   ------                ----
AIM Moderate Growth Allocation Fund - Class A Shares                                     $10.00           April 28, 2005
AIM Moderate Growth Allocation Fund - Class B Shares                                     $10.00           April 28, 2005
AIM Moderate Growth Allocation Fund - Class C Shares                                     $10.00           April 28, 2005
AIM Moderate Growth Allocation Fund - Class R Shares                                     $10.00           April 28, 2005
AIM Moderate Growth Allocation Fund - Institutional Class Shares                         $10.00           April 28, 2005

AIM Moderately Conservative Allocation Fund - Class A Shares                             $10.00           April 28, 2005
AIM Moderately Conservative Allocation Fund - Class B Shares                             $10.00           April 28, 2005
AIM Moderately Conservative Allocation Fund - Class C Shares                             $10.00           April 28, 2005
AIM Moderately Conservative Allocation Fund - Class R Shares                             $10.00           April 28, 2005
AIM Moderately Conservative Allocation Fund - Institutional Class Shares                 $10.00           April 28, 2005

AIM Moderate Growth Allocation Fund - Class A Shares                                     $50,000          April 29, 2005
AIM Moderate Growth Allocation Fund - Class B Shares                                     $50,000          April 29, 2005
AIM Moderate Growth Allocation Fund - Class C Shares                                     $50,000          April 29, 2005
AIM Moderate Growth Allocation Fund - Class R Shares                                     $50,000          April 29, 2005
AIM Moderate Growth Allocation Fund - Institutional Class Shares                         $50,000          April 29, 2005


April 28, 2005

Page 2

                  FUND                                                                   AMOUNT                DATE
                  ----                                                                   ------                ----
AIM Moderately Conservative Allocation Fund - Class A Shares                             $50,000          April 29, 2005
AIM Moderately Conservative Allocation Fund - Class B Shares                             $50,000          April 29, 2005
AIM Moderately Conservative Allocation Fund - Class C Shares                             $50,000          April 29, 2005
AIM Moderately Conservative Allocation Fund - Class R Shares                             $50,000          April 29, 2005
AIM Moderately Conservative Allocation Fund - Institutional Class Shares                 $50,000          April 29, 2005

We understand that the initial net asset value per share for each portfolio named above will be $10.00.

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.

/s/ MARK H. WILLIAMSON
----------------------
Mark H. Williamson
President

cc: Mark Gregson
David Hessel
Gary Trappe


October 27, 2005

Board of Trustees
AIM Growth Series
11 Greenway Plaza, Suite 100
Houston, Texas 77046-1173

Re: Initial Capital Investment In New Portfolios Of AIM Growth Series (The "Fund")

Ladies and Gentlemen:

We are purchasing shares of the Fund for the purpose of providing initial investment for two new investment portfolios 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 each portfolio:

                  FUND                                                         AMOUNT              DATE
                  ----                                                         ------              ----
AIM Income Allocation Fund - Class A Shares                                  $10.00          October 27, 2005
AIM Income Allocation Fund - Class B Shares                                  $10.00          October 27, 2005
AIM Income Allocation Fund - Class C Shares                                  $10.00          October 27, 2005
AIM Income Allocation Fund - Class R Shares                                  $10.00          October 27, 2005
AIM Income Allocation Fund - Institutional Class Shares                      $10.00          October 27, 2005

AIM International Allocation Fund - Class A Shares                           $10.00          October 27, 2005
AIM International Allocation Fund - Class B Shares                           $10.00          October 27, 2005
AIM International Allocation Fund - Class C Shares                           $10.00          October 27, 2005
AIM International Allocation Fund - Class R Shares                           $10.00          October 27, 2005
AIM International Allocation Fund - Institutional Class Shares               $10.00          October 27, 2005

AIM Income Allocation Fund - Class A Shares                                  $50,000         October 28, 2005
AIM Income Allocation Fund - Class B Shares                                  $50,000         October 28, 2005
AIM Income Allocation Fund - Class C Shares                                  $50,000         October 28, 2005
AIM Income Allocation Fund - Class R Shares                                  $50,000         October 28, 2005
AIM Income Allocation Fund - Institutional Class Shares                      $50,000         October 28, 2005


October 27, 2005

Page 2

                  FUND                                                         AMOUNT              DATE
                  ----                                                         ------              ----
AIM International Allocation Fund - Class A Shares                           $50,000         October 28, 2005
AIM International Allocation Fund - Class B Shares                           $50,000         October 28, 2005
AIM International Allocation Fund - Class C Shares                           $50,000         October 28, 2005
AIM International Allocation Fund - Class R Shares                           $50,000         October 28, 2005
AIM International Allocation Fund - Institutional Class Shares               $50,000         October 28, 2005

We understand that the initial net asset value per share for each portfolio named above will be $10.00.

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.


Mark H. Williamson
President

cc: Mark Gregson
David Hessel
Gary Trappe


AMENDMENT NO. 13
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 29, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Global Real Estate Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund; and to change the name of AIM Aggressive Allocation Fund to AIM Growth Allocation Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                              MINIMUM
                                               ASSET
AIM COMBINATION STOCK & BOND FUNDS             BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Core Stock Fund                            0.10%        0.25%         0.35%
AIM Total Return Fund                          0.10%        0.25%         0.35%

                                              MINIMUM
                                               ASSET
AIM COUNSELOR SERIES TRUST                     BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Advantage Health Sciences Fund             0.10%        0.25%         0.35%
AIM Multi-Sector Fund                          0.10%        0.25%         0.35%

                                              MINIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Aggressive Growth Fund                      0.00%       0.25%         0.25%
AIM Blue Chip Fund                              0.10%       0.25%         0.35%
AIM Capital Development Fund                    0.10%       0.25%         0.35%
AIM Charter Fund                                0.05%       0.25%         0.30%


AIM Constellation Fund                          0.05%       0.25%         0.30%

                                              MINIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Dent Demographic Trends Fund                0.10%       0.25%         0.35%
AIM Diversified Dividend Fund                   0.10%       0.25%         0.35%
AIM Emerging Growth Fund                        0.10%       0.25%         0.35%
AIM Large Cap Basic Value Fund                  0.10%       0.25%         0.35%
AIM Large Cap Growth Fund                       0.10%       0.25%         0.35%
AIM Mid Cap Growth Fund                         0.10%       0.25%         0.35%
AIM Select Basic Value Fund                     0.10%       0.25%         0.35%
AIM Weingarten Fund                             0.05%       0.25%         0.30%

                                              MINIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    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 Value Fund                          0.10%        0.25%         0.35%
AIM International Small Company Fund           0.10%        0.25%         0.35%
AIM Mid Cap Basic Value Fund                   0.10%        0.25%         0.35%
AIM Premier Equity Fund                        0.00%        0.25%         0.25%
AIM Select Equity Fund                         0.00%        0.25%         0.25%
AIM Small Cap Equity Fund                      0.10%        0.25%         0.35%

                                              MINIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Value Fund                            0.10%       0.25%         0.35%
AIM Conservative Allocation Fund                0.10%       0.25%         0.35%
AIM Global Equity Fund                          0.10%       0.25%         0.35%
AIM Growth Allocation Fund                      0.10%       0.25%         0.35%
AIM Mid Cap Core Equity Fund                    0.10%       0.25%         0.35%
AIM Moderate Allocation Fund                    0.10%       0.25%         0.35%
AIM Moderate Growth Allocation Fund             0.10%       0.25%         0.35%
AIM Moderately Conservative Allocation Fund     0.10%       0.25%         0.35%
AIM Small Cap Growth Fund                       0.10%       0.25%         0.35%

2

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Asia Pacific Growth Fund                   0.10%        0.25%         0.35%
AIM European Growth Fund                       0.10%        0.25%         0.35%
AIM Global Aggressive Growth Fund              0.10%        0.25%         0.35%
AIM Global Growth Fund                         0.10%        0.25%         0.35%
AIM International Core Equity Fund             0.10%        0.25%         0.35%
AIM International Growth Fund                  0.05%        0.25%         0.30%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Developing Markets Fund                    0.10%        0.25%         0.35%
AIM Global Health Care Fund                    0.10%        0.25%         0.35%
AIM Libra Fund                                 0.10%        0.25%         0.35%
AIM Trimark Endeavor Fund                      0.10%        0.25%         0.35%
AIM Trimark Fund                               0.10%        0.25%         0.35%
AIM Trimark Small Companies Fund               0.10%        0.25%         0.35%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Global Real Estate Fund                    0.10%        0.25%         0.35%
AIM High Yield Fund                            0.00%        0.25%         0.25%
AIM Income Fund                                0.00%        0.25%         0.25%
AIM Intermediate Government Fund               0.00%        0.25%         0.25%
AIM Limited Maturity Treasury Fund             0.00%        0.15%         0.15%
AIM Municipal Bond Fund                        0.00%        0.25%         0.25%
AIM Real Estate Fund                           0.10%        0.25%         0.35%
AIM Short Term Bond Fund                       0.10%        0.25%         0.35%
AIM Total Return Bond Fund                     0.10%        0.25%         0.35%

                                              MINIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Energy Fund                                0.10%        0.25%         0.35%
AIM Financial Services Fund                    0.10%        0.25%         0.35%
AIM Gold & Precious Metals Fund                0.10%        0.25%         0.35%
AIM Health Sciences Fund                       0.10%        0.25%         0.35%
AIM Leisure Fund                               0.10%        0.25%         0.35%
AIM Technology Fund                            0.10%        0.25%         0.35%
AIM Utilities Fund                             0.00%        0.25%         0.25%

3

                                              MINIMUM
                                               ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Opportunities I Fund                       0.10%        0.25%         0.35%
AIM Opportunities II Fund                      0.10%        0.25%         0.35%
AIM Opportunities III Fund                     0.10%        0.25%         0.35%

                                              MINIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Dynamics Fund                             0.10%         0.25%          0.35%
AIM Mid Cap Stock Fund                        0.10%         0.25%          0.35%
AIM Small Company Growth Fund                 0.10%         0.25%          0.35%

                                              MINIMUM
                                               ASSET
AIM TAX-EXEMPT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM High Income Municipal Fund                 0.00%        0.25%         0.25%
AIM Tax-Exempt Cash Fund                       0.00%        0.25%         0.25%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: April 29, 2005

4

AMENDMENT NO. 14
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective July 1, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to (i) reduce the Rule 12b-1 fee for each of AIM Core Stock Fund, AIM Total Return Fund, AIM Advantage Health Sciences Fund, AIM Multi-Sector Fund, AIM Blue Chip Fund, AIM Capital Development Fund, AIM Dent Demographic Trends Fund, AIM Diversified Dividend Fund, AIM Emerging Growth Fund, AIM Large Cap Basic Value Fund, AIM Large Cap Growth Fund, AIM Mid Cap Growth Fund, AIM Select Basic Value Fund, AIM Basic Balanced Fund, AIM European Small Company Fund, AIM Global Value Fund, AIM International Small Company Fund, AIM Mid Cap Basic Value Fund, AIM Small Cap Equity Fund, AIM Basic Value Fund, AIM Conservative Allocation Fund, AIM Global Equity Fund, AIM Growth Allocation Fund, AIM Mid Cap Core Equity Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund, AIM Moderately Conservative Allocation Fund, AIM Small Cap Growth Fund, AIM Asia Pacific Growth Fund, AIM European Growth Fund, AIM Global Aggressive Growth Fund, AIM Global Growth Fund, AIM International Core Equity Fund, AIM Developing Markets Fund, AIM Global Health Care Fund, AIM Libra Fund, AIM Trimark Endeavor Fund, AIM Trimark Fund, AIM Trimark Small Companies Fund, AIM Global Real Estate Fund, AIM Real Estate Fund, AIM Short Term Bond Fund, AIM Total Return Bond Fund, AIM Energy Fund, AIM Financial Services Fund, AIM Gold & Precious Metals Fund, AIM Health Sciences Fund, AIM Leisure Fund, AIM Technology Fund, AIM Opportunities I Fund, AIM Opportunities II Fund, AIM Opportunities III Fund, AIM Dynamics Fund, AIM Mid Cap Stock Fund and AIM Small Company Growth Fund from 0.35% to 0.25%;
(ii) reduce the minimum asset-based sales charge for such portfolios from 0.10% to 0.00%; (iii) reduce the Rule 12b-1 fee for each of AIM Charter Fund, AIM Constellation Fund, AIM Weingarten Fund and AIM International Growth Fund from 0.30% to 0.25%; and (iv) reduce the minimum asset-based sales charge for such portfolios from 0.05% to 0.00%.

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                              MINIMUM
                                               ASSET
AIM COMBINATION STOCK & BOND FUNDS             BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Core Stock Fund                            0.00%        0.25%         0.25%
AIM Total Return Fund                          0.00%        0.25%         0.25%


                                              MINIMUM
                                               ASSET
AIM COUNSELOR SERIES TRUST                     BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Advantage Health Sciences Fund             0.00%        0.25%        0.25%
AIM Multi-Sector Fund                          0.00%        0.25%        0.25%

                                              MINIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Aggressive Growth Fund                     0.00%       0.25%         0.25%
AIM Blue Chip Fund                             0.00%       0.25%         0.25%
AIM Capital Development Fund                   0.00%       0.25%         0.25%
AIM Charter Fund                               0.00%       0.25%         0.25%
AIM Constellation Fund                         0.00%       0.25%         0.25%
AIM Dent Demographic Trends Fund               0.00%       0.25%         0.25%
AIM Diversified Dividend Fund                  0.00%       0.25%         0.25%
AIM Emerging Growth Fund                       0.00%       0.25%         0.25%
AIM Large Cap Basic Value Fund                 0.00%       0.25%         0.25%
AIM Large Cap Growth Fund                      0.00%       0.25%         0.25%
AIM Mid Cap Growth Fund                        0.00%       0.25%         0.25%
AIM Select Basic Value Fund                    0.00%       0.25%         0.25%
AIM Weingarten Fund                            0.00%       0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Balanced Fund                              0.00%        0.25%         0.25%
AIM Basic Balanced Fund                        0.00%        0.25%         0.25%
AIM European Small Company Fund                0.00%        0.25%         0.25%
AIM Global Value Fund                          0.00%        0.25%         0.25%
AIM International Small Company Fund           0.00%        0.25%         0.25%
AIM Mid Cap Basic Value Fund                   0.00%        0.25%         0.25%
AIM Premier Equity Fund                        0.00%        0.25%         0.25%
AIM Select Equity Fund                         0.00%        0.25%         0.25%
AIM Small Cap Equity Fund                      0.00%        0.25%         0.25%

2

                                              MINIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Value Fund                           0.00%       0.25%         0.25%
AIM Conservative Allocation Fund               0.00%       0.25%         0.25%
AIM Global Equity Fund                         0.00%       0.25%         0.25%
AIM Growth Allocation Fund                     0.00%       0.25%         0.25%
AIM Mid Cap Core Equity Fund                   0.00%       0.25%         0.25%
AIM Moderate Allocation Fund                   0.00%       0.25%         0.25%
AIM Moderate Growth Allocation Fund            0.00%       0.25%         0.25%
AIM Moderately Conservative Allocation Fund    0.00%       0.25%         0.25%
AIM Small Cap Growth Fund                      0.00%       0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Asia Pacific Growth Fund                   0.00%        0.25%         0.25%
AIM European Growth Fund                       0.00%        0.25%         0.25%
AIM Global Aggressive Growth Fund              0.00%        0.25%         0.25%
AIM Global Growth Fund                         0.00%        0.25%         0.25%
AIM International Core Equity Fund             0.00%        0.25%         0.25%
AIM International Growth Fund                  0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Developing Markets Fund                    0.00%        0.25%         0.25%
AIM Global Health Care Fund                    0.00%        0.25%         0.25%
AIM Libra Fund                                 0.00%        0.25%         0.25%
AIM Trimark Endeavor Fund                      0.00%        0.25%         0.25%
AIM Trimark Fund                               0.00%        0.25%         0.25%
AIM Trimark Small Companies Fund               0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Global Real Estate Fund                    0.00%        0.25%         0.25%
AIM High Yield Fund                            0.00%        0.25%         0.25%
AIM Income Fund                                0.00%        0.25%         0.25%
AIM Intermediate Government Fund               0.00%        0.25%         0.25%
AIM Limited Maturity Treasury Fund             0.00%        0.15%         0.15%
AIM Municipal Bond Fund                        0.00%        0.25%         0.25%
AIM Real Estate Fund                           0.00%        0.25%         0.25%
AIM Short Term Bond Fund                       0.00%        0.25%         0.25%
AIM Total Return Bond Fund                     0.00%        0.25%         0.25%

3

                                              MINIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Energy Fund                                0.00%        0.25%         0.25%
AIM Financial Services Fund                    0.00%        0.25%         0.25%
AIM Gold & Precious Metals Fund                0.00%        0.25%         0.25%
AIM Health Sciences Fund                       0.00%        0.25%         0.25%
AIM Leisure Fund                               0.00%        0.25%         0.25%
AIM Technology Fund                            0.00%        0.25%         0.25%
AIM Utilities Fund                             0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Opportunities I Fund                       0.00%        0.25%         0.25%
AIM Opportunities II Fund                      0.00%        0.25%         0.25%
AIM Opportunities III Fund                     0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Dynamics Fund                              0.00%        0.25%         0.25%
AIM Mid Cap Stock Fund                         0.00%        0.25%         0.25%
AIM Small Company Growth Fund                  0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM TAX-EXEMPT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM High Income Municipal Fund                 0.00%        0.25%         0.25%
AIM Tax-Exempt Cash Fund                       0.00%        0.25%         0.25%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: July 1, 2005

4

AMENDMENT NO. 15
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective July 18, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the merger of AIM Balanced Fund, AIM Core Stock Fund, AIM Dent Demographic Trends Fund, AIM Emerging Growth Fund, AIM Health Sciences Fund, AIM Libra Fund, AIM Mid Cap Stock Fund and AIM Total Return Fund.

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                              MINIMUM
                                               ASSET
AIM COUNSELOR SERIES TRUST                     BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Advantage Health Sciences Fund             0.00%        0.25%        0.25%
AIM Multi-Sector Fund                          0.00%        0.25%        0.25%


                                              MINIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Aggressive Growth Fund                     0.00%       0.25%         0.25%
AIM Blue Chip Fund                             0.00%       0.25%         0.25%
AIM Capital Development Fund                   0.00%       0.25%         0.25%
AIM Charter Fund                               0.00%       0.25%         0.25%
AIM Constellation Fund                         0.00%       0.25%         0.25%
AIM Diversified Dividend Fund                  0.00%       0.25%         0.25%
AIM Large Cap Basic Value Fund                 0.00%       0.25%         0.25%
AIM Large Cap Growth Fund                      0.00%       0.25%         0.25%
AIM Mid Cap Growth Fund                        0.00%       0.25%         0.25%
AIM Select Basic Value Fund                    0.00%       0.25%         0.25%
AIM Weingarten Fund                            0.00%       0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Balanced Fund                        0.00%        0.25%         0.25%
AIM European Small Company Fund                0.00%        0.25%         0.25%
AIM Global Value Fund                          0.00%        0.25%         0.25%
AIM International Small Company Fund           0.00%        0.25%         0.25%
AIM Mid Cap Basic Value Fund                   0.00%        0.25%         0.25%
AIM Premier Equity Fund                        0.00%        0.25%         0.25%
AIM Select Equity Fund                         0.00%        0.25%         0.25%
AIM Small Cap Equity Fund                      0.00%        0.25%         0.25%

2

                                              MINIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Value Fund                           0.00%       0.25%         0.25%
AIM Conservative Allocation Fund               0.00%       0.25%         0.25%
AIM Global Equity Fund                         0.00%       0.25%         0.25%
AIM Growth Allocation Fund                     0.00%       0.25%         0.25%
AIM Mid Cap Core Equity Fund                   0.00%       0.25%         0.25%
AIM Moderate Allocation Fund                   0.00%       0.25%         0.25%
AIM Moderate Growth Allocation Fund            0.00%       0.25%         0.25%
AIM Moderately Conservative Allocation Fund    0.00%       0.25%         0.25%
AIM Small Cap Growth Fund                      0.00%       0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Asia Pacific Growth Fund                   0.00%        0.25%         0.25%
AIM European Growth Fund                       0.00%        0.25%         0.25%
AIM Global Aggressive Growth Fund              0.00%        0.25%         0.25%
AIM Global Growth Fund                         0.00%        0.25%         0.25%
AIM International Core Equity Fund             0.00%        0.25%         0.25%
AIM International Growth Fund                  0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Developing Markets Fund                    0.00%        0.25%         0.25%
AIM Global Health Care Fund                    0.00%        0.25%         0.25%
AIM Trimark Endeavor Fund                      0.00%        0.25%         0.25%
AIM Trimark Fund                               0.00%        0.25%         0.25%
AIM Trimark Small Companies Fund               0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Global Real Estate Fund                    0.00%        0.25%         0.25%
AIM High Yield Fund                            0.00%        0.25%         0.25%
AIM Income Fund                                0.00%        0.25%         0.25%
AIM Intermediate Government Fund               0.00%        0.25%         0.25%
AIM Limited Maturity Treasury Fund             0.00%        0.15%         0.15%
AIM Municipal Bond Fund                        0.00%        0.25%         0.25%
AIM Real Estate Fund                           0.00%        0.25%         0.25%
AIM Short Term Bond Fund                       0.00%        0.25%         0.25%
AIM Total Return Bond Fund                     0.00%        0.25%         0.25%

3

                                              MINIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Energy Fund                                0.00%        0.25%         0.25%
AIM Financial Services Fund                    0.00%        0.25%         0.25%
AIM Gold & Precious Metals Fund                0.00%        0.25%         0.25%
AIM Leisure Fund                               0.00%        0.25%         0.25%
AIM Technology Fund                            0.00%        0.25%         0.25%
AIM Utilities Fund                             0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Opportunities I Fund                       0.00%        0.25%         0.25%
AIM Opportunities II Fund                      0.00%        0.25%         0.25%
AIM Opportunities III Fund                     0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Dynamics Fund                              0.00%        0.25%         0.25%
AIM Small Company Growth Fund                  0.00%        0.25%         0.25%

                                              MINIMUM
                                               ASSET
AIM TAX-EXEMPT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS A SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM High Income Municipal Fund                 0.00%        0.25%         0.25%
AIM Tax-Exempt Cash Fund                       0.00%        0.25%         0.25%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: July 18, 2005

4

AMENDMENT NO. 16
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective October 17, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Summit Fund.

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                                          MINIMUM
                                                           ASSET
AIM COUNSELOR SERIES TRUST                                 BASED         MAXIMUM        MAXIMUM
--------------------------                                 SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
                                                          ------           ---            ---
AIM Advantage Health Sciences Fund                         0.00%          0.25%          0.25%
AIM Multi-Sector Fund                                      0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM EQUITY FUNDS                                           BASED         MAXIMUM        MAXIMUM
--------------------------                                 SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
                                                          ------           ---            ---
AIM Aggressive Growth Fund                                 0.00%          0.25%          0.25%
AIM Blue Chip Fund                                         0.00%          0.25%          0.25%
AIM Capital Development Fund                               0.00%          0.25%          0.25%
AIM Charter Fund                                           0.00%          0.25%          0.25%
AIM Constellation Fund                                     0.00%          0.25%          0.25%
AIM Diversified Dividend Fund                              0.00%          0.25%          0.25%
AIM Large Cap Basic Value Fund                             0.00%          0.25%          0.25%
AIM Large Cap Growth Fund                                  0.00%          0.25%          0.25%
AIM Mid Cap Growth Fund                                    0.00%          0.25%          0.25%
AIM Select Basic Value Fund                                0.00%          0.25%          0.25%
AIM Weingarten Fund                                        0.00%          0.25%          0.25%


                                                          MINIMUM
                                                           ASSET
AIM FUNDS GROUP                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Basic Balanced Fund                                    0.00%          0.25%          0.25%
AIM European Small Company Fund                            0.00%          0.25%          0.25%
AIM Global Value Fund                                      0.00%          0.25%          0.25%
AIM International Small Company Fund                       0.00%          0.25%          0.25%
AIM Mid Cap Basic Value Fund                               0.00%          0.25%          0.25%
AIM Premier Equity Fund                                    0.00%          0.25%          0.25%
AIM Select Equity Fund                                     0.00%          0.25%          0.25%
AIM Small Cap Equity Fund                                  0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM GROWTH SERIES                                          BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Basic Value Fund                                       0.00%          0.25%          0.25%
AIM Conservative Allocation Fund                           0.00%          0.25%          0.25%
AIM Global Equity Fund                                     0.00%          0.25%          0.25%
AIM Growth Allocation Fund                                 0.00%          0.25%          0.25%
AIM Mid Cap Core Equity Fund                               0.00%          0.25%          0.25%
AIM Moderate Allocation Fund                               0.00%          0.25%          0.25%
AIM Moderate Growth Allocation Fund                        0.00%          0.25%          0.25%
AIM Moderately Conservative Allocation Fund                0.00%          0.25%          0.25%
AIM Small Cap Growth Fund                                  0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM INTERNATIONAL MUTUAL FUNDS                             BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Asia Pacific Growth Fund                               0.00%          0.25%          0.25%
AIM European Growth Fund                                   0.00%          0.25%          0.25%
AIM Global Aggressive Growth Fund                          0.00%          0.25%          0.25%
AIM Global Growth Fund                                     0.00%          0.25%          0.25%
AIM International Core Equity Fund                         0.00%          0.25%          0.25%
AIM International Growth Fund                              0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM INVESTMENT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Developing Markets Fund                                0.00%          0.25%          0.25%
AIM Global Health Care Fund                                0.00%          0.25%          0.25%
AIM Trimark Endeavor Fund                                  0.00%          0.25%          0.25%
AIM Trimark Fund                                           0.00%          0.25%          0.25%
AIM Trimark Small Companies Fund                           0.00%          0.25%          0.25%

2

                                                          MINIMUM
                                                           ASSET
AIM INVESTMENT SECURITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Global Real Estate Fund                                0.00%          0.25%          0.25%
AIM High Yield Fund                                        0.00%          0.25%          0.25%
AIM Income Fund                                            0.00%          0.25%          0.25%
AIM Intermediate Government Fund                           0.00%          0.25%          0.25%
AIM Limited Maturity Treasury Fund                         0.00%          0.15%          0.15%
AIM Municipal Bond Fund                                    0.00%          0.25%          0.25%
AIM Real Estate Fund                                       0.00%          0.25%          0.25%
AIM Short Term Bond Fund                                   0.00%          0.25%          0.25%
AIM Total Return Bond Fund                                 0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM SECTOR FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Energy Fund                                            0.00%          0.25%          0.25%
AIM Financial Services Fund                                0.00%          0.25%          0.25%
AIM Gold & Precious Metals Fund                            0.00%          0.25%          0.25%
AIM Leisure Fund                                           0.00%          0.25%          0.25%
AIM Technology Fund                                        0.00%          0.25%          0.25%
AIM Utilities Fund                                         0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Opportunities I Fund                                   0.00%          0.25%          0.25%
AIM Opportunities II Fund                                  0.00%          0.25%          0.25%
AIM Opportunities III Fund                                 0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM STOCK FUNDS                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Dynamics Fund                                          0.00%          0.25%          0.25%
AIM Small Company Growth Fund                              0.00%          0.25%          0.25%

3

                                                          MINIMUM
                                                           ASSET
                                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
AIM SUMMIT FUND                                           CHARGE           FEE            FEE
---------------                                           ------           ---            ---
Class A Shares                                             0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM TAX-EXEMPT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM High Income Municipal Fund                             0.00%          0.25%          0.25%
AIM Tax-Exempt Cash Fund                                   0.00%          0.25%          0.25%


* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: October 17, 2005

4

AMENDMENT NO. 17
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective October 28, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Income Allocation Fund and AIM International Allocation Fund.

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                                          MINIMUM
                                                           ASSET
AIM COUNSELOR SERIES TRUST                                 BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Advantage Health Sciences Fund                         0.00%          0.25%          0.25%
AIM Multi-Sector Fund                                      0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM EQUITY FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Aggressive Growth Fund                                 0.00%          0.25%          0.25%
AIM Blue Chip Fund                                         0.00%          0.25%          0.25%
AIM Capital Development Fund                               0.00%          0.25%          0.25%
AIM Charter Fund                                           0.00%          0.25%          0.25%
AIM Constellation Fund                                     0.00%          0.25%          0.25%
AIM Diversified Dividend Fund                              0.00%          0.25%          0.25%
AIM Large Cap Basic Value Fund                             0.00%          0.25%          0.25%
AIM Large Cap Growth Fund                                  0.00%          0.25%          0.25%
AIM Mid Cap Growth Fund                                    0.00%          0.25%          0.25%
AIM Select Basic Value Fund                                0.00%          0.25%          0.25%
AIM Weingarten Fund                                        0.00%          0.25%          0.25%


                                                          MINIMUM
                                                           ASSET
AIM FUNDS GROUP                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Basic Balanced Fund                                    0.00%          0.25%          0.25%
AIM European Small Company Fund                            0.00%          0.25%          0.25%
AIM Global Value Fund                                      0.00%          0.25%          0.25%
AIM International Small Company Fund                       0.00%          0.25%          0.25%
AIM Mid Cap Basic Value Fund                               0.00%          0.25%          0.25%
AIM Premier Equity Fund                                    0.00%          0.25%          0.25%
AIM Select Equity Fund                                     0.00%          0.25%          0.25%
AIM Small Cap Equity Fund                                  0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM GROWTH SERIES                                          BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Basic Value Fund                                       0.00%          0.25%          0.25%
AIM Conservative Allocation Fund                           0.00%          0.25%          0.25%
AIM Global Equity Fund                                     0.00%          0.25%          0.25%
AIM Growth Allocation Fund                                 0.00%          0.25%          0.25%
AIM Income Allocation Fund                                 0.00%          0.25%          0.25%
AIM International Allocation Fund                          0.00%          0.25%          0.25%
AIM Mid Cap Core Equity Fund                               0.00%          0.25%          0.25%
AIM Moderate Allocation Fund                               0.00%          0.25%          0.25%
AIM Moderate Growth Allocation Fund                        0.00%          0.25%          0.25%
AIM Moderately Conservative Allocation Fund                0.00%          0.25%          0.25%
AIM Small Cap Growth Fund                                  0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM INTERNATIONAL MUTUAL FUNDS                             BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Asia Pacific Growth Fund                               0.00%          0.25%          0.25%
AIM European Growth Fund                                   0.00%          0.25%          0.25%
AIM Global Aggressive Growth Fund                          0.00%          0.25%          0.25%
AIM Global Growth Fund                                     0.00%          0.25%          0.25%
AIM International Core Equity Fund                         0.00%          0.25%          0.25%
AIM International Growth Fund                              0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM INVESTMENT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Developing Markets Fund                                0.00%          0.25%          0.25%
AIM Global Health Care Fund                                0.00%          0.25%          0.25%
AIM Trimark Endeavor Fund                                  0.00%          0.25%          0.25%
AIM Trimark Fund                                           0.00%          0.25%          0.25%
AIM Trimark Small Companies Fund                           0.00%          0.25%          0.25%

2

                                                          MINIMUM
                                                           ASSET
AIM INVESTMENT SECURITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Global Real Estate Fund                                0.00%          0.25%          0.25%
AIM High Yield Fund                                        0.00%          0.25%          0.25%
AIM Income Fund                                            0.00%          0.25%          0.25%
AIM Intermediate Government Fund                           0.00%          0.25%          0.25%
AIM Limited Maturity Treasury Fund                         0.00%          0.15%          0.15%
AIM Municipal Bond Fund                                    0.00%          0.25%          0.25%
AIM Real Estate Fund                                       0.00%          0.25%          0.25%
AIM Short Term Bond Fund                                   0.00%          0.25%          0.25%
AIM Total Return Bond Fund                                 0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM SECTOR FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Energy Fund                                            0.00%          0.25%          0.25%
AIM Financial Services Fund                                0.00%          0.25%          0.25%
AIM Gold & Precious Metals Fund                            0.00%          0.25%          0.25%
AIM Leisure Fund                                           0.00%          0.25%          0.25%
AIM Technology Fund                                        0.00%          0.25%          0.25%
AIM Utilities Fund                                         0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Opportunities I Fund                                   0.00%          0.25%          0.25%
AIM Opportunities II Fund                                  0.00%          0.25%          0.25%
AIM Opportunities III Fund                                 0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM STOCK FUNDS                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Dynamics Fund                                          0.00%          0.25%          0.25%
AIM Small Company Growth Fund                              0.00%          0.25%          0.25%

3

                                                          MINIMUM
                                                           ASSET
                                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
AIM SUMMIT FUND                                           CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
Class A Shares                                             0.00%          0.25%          0.25%

                                                          MINIMUM
                                                           ASSET
AIM TAX-EXEMPT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS A SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM High Income Municipal Fund                             0.00%          0.25%          0.25%
AIM Tax-Exempt Cash Fund                                   0.00%          0.25%          0.25%


* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: October 28, 2005

4

AMENDMENT NO. 12

TO

AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 29, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Global Real Estate Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund and to change the name of AIM Aggressive Allocation Fund to AIM Growth Allocation Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.


"SCHEDULE A
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

                                                          MAXIMUM
                                                           ASSET
AIM EQUITY FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Aggressive Growth Fund                                 0.75%          0.25%          1.00%
AIM Blue Chip Fund                                         0.75%          0.25%          1.00%
AIM Capital Development Fund                               0.75%          0.25%          1.00%
AIM Charter Fund                                           0.75%          0.25%          1.00%
AIM Constellation Fund                                     0.75%          0.25%          1.00%
AIM Dent Demographic Trends Fund                           0.75%          0.25%          1.00%
AIM Diversified Dividend Fund                              0.75%          0.25%          1.00%
AIM Emerging Growth Fund                                   0.75%          0.25%          1.00%
AIM Large Cap Basic Value Fund                             0.75%          0.25%          1.00%
AIM Large Cap Growth Fund                                  0.75%          0.25%          1.00%
AIM Mid Cap Growth Fund                                    0.75%          0.25%          1.00%
AIM Select Basic Value Fund                                0.75%          0.25%          1.00%
AIM Weingarten Fund                                        0.75%          0.25%          1.00%

2

                                                          MAXIMUM
                                                           ASSET
AIM FUNDS GROUP                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                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 Value Fund                                      0.75%          0.25%          1.00%
AIM International Small Company Fund                       0.75%          0.25%          1.00%
AIM Mid Cap Basic Value Fund                               0.75%          0.25%          1.00%
AIM Premier Equity Fund                                    0.75%          0.25%          1.00%
AIM Select Equity Fund                                     0.75%          0.25%          1.00%
AIM Small Cap Equity Fund                                  0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM GROWTH SERIES                                          BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Basic Value Fund                                       0.75%          0.25%          1.00%
AIM Conservative Allocation Fund                           0.75%          0.25%          1.00%
AIM Global Equity Fund                                     0.75%          0.25%          1.00%
AIM Growth Allocation Fund                                 0.75%          0.25%          1.00%
AIM Mid Cap Core Equity Fund                               0.75%          0.25%          1.00%
AIM Moderate Allocation Fund                               0.75%          0.25%          1.00%
AIM Moderate Growth Allocation Fund                        0.75%          0.25%          1.00%
AIM Moderately Conservative Allocation Fund                0.75%          0.25%          1.00%
AIM Small Cap Growth Fund                                  0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM INTERNATIONAL MUTUAL FUNDS                             BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Asia Pacific Growth Fund                               0.75%          0.25%          1.00%
AIM European Growth Fund                                   0.75%          0.25%          1.00%
AIM Global Aggressive Growth Fund                          0.75%          0.25%          1.00%
AIM Global Growth Fund                                     0.75%          0.25%          1.00%
AIM International Core Equity Fund                         0.75%          0.25%          1.00%
AIM International Growth Fund                              0.75%          0.25%          1.00%

3

                                                          MAXIMUM
                                                           ASSET
AIM INVESTMENT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Developing Markets Fund                                0.75%          0.25%          1.00%
AIM Global Health Care Fund                                0.75%          0.25%          1.00%
AIM Libra Fund                                             0.75%          0.25%          1.00%
AIM Trimark Fund                                           0.75%          0.25%          1.00%
AIM Trimark Endeavor Fund                                  0.75%          0.25%          1.00%
AIM Trimark Small Companies Fund                           0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM INVESTMENT SECURITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Global Real Estate Fund                                0.75%          0.25%          1.00%
AIM High Yield Fund                                        0.75%          0.25%          1.00%
AIM Income Fund                                            0.75%          0.25%          1.00%
AIM Intermediate Government Fund                           0.75%          0.25%          1.00%
AIM Money Market Fund                                      0.75%          0.25%          1.00%
AIM Municipal Bond Fund                                    0.75%          0.25%          1.00%
AIM Total Return Bond Fund                                 0.75%          0.25%          1.00%
AIM Real Estate Fund                                       0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Opportunities I Fund                                   0.75%          0.25%          1.00%
AIM Opportunities II Fund                                  0.75%          0.25%          1.00%
AIM Opportunities III Fund                                 0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM TAX-EXEMPT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM High Income Municipal Fund                             0.75%          0.25%          1.00%

4

AIM COMBINATION STOCK &                                   MAXIMUM
BOND FUNDS                                                 BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Core Stock Fund                                        0.75%          0.25%          1.00%
AIM Total Return Fund                                      0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM COUNSELOR SERIES TRUST                                 BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Advantage Health
  Sciences Fund                                            0.75%          0.25%          1.00%
AIM Multi-Sector Fund                                      0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM SECTOR FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Energy Fund                                            0.75%          0.25%          1.00%
AIM Financial Services Fund                                0.75%          0.25%          1.00%
AIM Gold & Precious Metals Fund                            0.75%          0.25%          1.00%
AIM Health Sciences Fund                                   0.75%          0.25%          1.00%
AIM Leisure Fund                                           0.75%          0.25%          1.00%
AIM Technology Fund                                        0.75%          0.25%          1.00%
AIM Utilities Fund                                         0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM STOCK FUNDS                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Dynamics Fund                                          0.75%          0.25%          1.00%
AIM Mid Cap Stock Fund                                     0.75%          0.25%          1.00%
AIM Small Company Growth Fund                              0.75%          0.25%          1.00%"

5

AMENDMENT NO. 13

TO

AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective July 18, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the merger of AIM Balanced Fund, AIM Core Stock Fund, AIM Dent Demographic Trends Fund, AIM Emerging Growth Fund, AIM Health Sciences Fund, AIM Libra Fund, AIM Mid Cap Stock Fund and AIM Total Return Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.


"SCHEDULE A
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

                                              MAXIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIOS                                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Aggressive Growth Fund                      0.75%       0.25%         1.00%
AIM Blue Chip Fund                              0.75%       0.25%         1.00%
AIM Capital Development Fund                    0.75%       0.25%         1.00%
AIM Charter Fund                                0.75%       0.25%         1.00%
AIM Constellation Fund                          0.75%       0.25%         1.00%
AIM Diversified Dividend Fund                   0.75%       0.25%         1.00%
AIM Large Cap Basic Value Fund                  0.75%       0.25%         1.00%
AIM Large Cap Growth Fund                       0.75%       0.25%         1.00%
AIM Mid Cap Growth Fund                         0.75%       0.25%         1.00%
AIM Select Basic Value Fund                     0.75%       0.25%         1.00%
AIM Weingarten Fund                             0.75%       0.25%         1.00%

2

                                              MAXIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIOS                                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Balanced Fund                        0.75%        0.25%         1.00%
AIM European Small Company Fund                0.75%        0.25%         1.00%
AIM Global Value Fund                          0.75%        0.25%         1.00%
AIM International Small Company Fund           0.75%        0.25%         1.00%
AIM Mid Cap Basic Value Fund                   0.75%        0.25%         1.00%
AIM Premier Equity Fund                        0.75%        0.25%         1.00%
AIM Select Equity Fund                         0.75%        0.25%         1.00%
AIM Small Cap Equity Fund                      0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIOS                                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Value Fund                            0.75%       0.25%         1.00%
AIM Conservative Allocation Fund                0.75%       0.25%         1.00%
AIM Global Equity Fund                          0.75%       0.25%         1.00%
AIM Growth Allocation Fund                      0.75%       0.25%         1.00%
AIM Mid Cap Core Equity Fund                    0.75%       0.25%         1.00%
AIM Moderate Allocation Fund                    0.75%       0.25%         1.00%
AIM Moderate Growth Allocation Fund             0.75%       0.25%         1.00%
AIM Moderately Conservative Allocation Fund     0.75%       0.25%         1.00%
AIM Small Cap Growth Fund                       0.75%       0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIOS                                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Asia Pacific Growth Fund                   0.75%        0.25%         1.00%
AIM European Growth Fund                       0.75%        0.25%         1.00%
AIM Global Aggressive Growth Fund              0.75%        0.25%         1.00%
AIM Global Growth Fund                         0.75%        0.25%         1.00%
AIM International Core Equity Fund             0.75%        0.25%         1.00%
AIM International Growth Fund                  0.75%        0.25%         1.00%

3

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIOS                                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Developing Markets Fund                    0.75%        0.25%         1.00%
AIM Global Health Care Fund                    0.75%        0.25%         1.00%
AIM Trimark Fund                               0.75%        0.25%         1.00%
AIM Trimark Endeavor Fund                      0.75%        0.25%         1.00%
AIM Trimark Small Companies Fund               0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIOS                                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Global Real Estate Fund                    0.75%        0.25%         1.00%
AIM High Yield Fund                            0.75%        0.25%         1.00%
AIM Income Fund                                0.75%        0.25%         1.00%
AIM Intermediate Government Fund               0.75%        0.25%         1.00%
AIM Money Market Fund                          0.75%        0.25%         1.00%
AIM Municipal Bond Fund                        0.75%        0.25%         1.00%
AIM Total Return Bond Fund                     0.75%        0.25%         1.00%
AIM Real Estate Fund                           0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIOS                                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Opportunities I Fund                       0.75%        0.25%         1.00%
AIM Opportunities II Fund                      0.75%        0.25%         1.00%
AIM Opportunities III Fund                     0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM TAX-EXEMPT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO                                     CHARGE         FEE           FEE
                                              ------         ---           ---
AIM High Income Municipal Fund                 0.75%        0.25%         1.00%

4

                                              MAXIMUM
                                               ASSET
AIM COUNSELOR SERIES TRUST                     BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO                                     CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Advantage Health
  Sciences Fund                                0.75%        0.25%         1.00%
AIM Multi-Sector Fund                          0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO                                     CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Energy Fund                                0.75%        0.25%         1.00%
AIM Financial Services Fund                    0.75%        0.25%         1.00%
AIM Gold & Precious Metals Fund                0.75%        0.25%         1.00%
AIM Leisure Fund                               0.75%        0.25%         1.00%
AIM Technology Fund                            0.75%        0.25%         1.00%
AIM Utilities Fund                             0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO                                     CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Dynamics Fund                              0.75%        0.25%         1.00%
AIM Small Company Growth Fund                  0.75%        0.25%        1.00%"

5

AMENDMENT NO. 14

TO

AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective October 17, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Summit Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.


"SCHEDULE A
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

                                                          MAXIMUM
                                                           ASSET
AIM EQUITY FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Aggressive Growth Fund                                 0.75%          0.25%          1.00%
AIM Blue Chip Fund                                         0.75%          0.25%          1.00%
AIM Capital Development Fund                               0.75%          0.25%          1.00%
AIM Charter Fund                                           0.75%          0.25%          1.00%
AIM Constellation Fund                                     0.75%          0.25%          1.00%
AIM Diversified Dividend Fund                              0.75%          0.25%          1.00%
AIM Large Cap Basic Value Fund                             0.75%          0.25%          1.00%
AIM Large Cap Growth Fund                                  0.75%          0.25%          1.00%
AIM Mid Cap Growth Fund                                    0.75%          0.25%          1.00%
AIM Select Basic Value Fund                                0.75%          0.25%          1.00%
AIM Weingarten Fund                                        0.75%          0.25%          1.00%

2

                                                          MAXIMUM
                                                           ASSET
AIM FUNDS GROUP                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Basic Balanced Fund                                    0.75%          0.25%          1.00%
AIM European Small Company Fund                            0.75%          0.25%          1.00%
AIM Global Value Fund                                      0.75%          0.25%          1.00%
AIM International Small Company Fund                       0.75%          0.25%          1.00%
AIM Mid Cap Basic Value Fund                               0.75%          0.25%          1.00%
AIM Premier Equity Fund                                    0.75%          0.25%          1.00%
AIM Select Equity Fund                                     0.75%          0.25%          1.00%
AIM Small Cap Equity Fund                                  0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM GROWTH SERIES                                          BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Basic Value Fund                                       0.75%          0.25%          1.00%
AIM Conservative Allocation Fund                           0.75%          0.25%          1.00%
AIM Global Equity Fund                                     0.75%          0.25%          1.00%
AIM Growth Allocation Fund                                 0.75%          0.25%          1.00%
AIM Mid Cap Core Equity Fund                               0.75%          0.25%          1.00%
AIM Moderate Allocation Fund                               0.75%          0.25%          1.00%
AIM Moderate Growth Allocation Fund                        0.75%          0.25%          1.00%
AIM Moderately Conservative Allocation Fund                0.75%          0.25%          1.00%
AIM Small Cap Growth Fund                                  0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM INTERNATIONAL MUTUAL FUNDS                             BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Asia Pacific Growth Fund                               0.75%          0.25%          1.00%
AIM European Growth Fund                                   0.75%          0.25%          1.00%
AIM Global Aggressive Growth Fund                          0.75%          0.25%          1.00%
AIM Global Growth Fund                                     0.75%          0.25%          1.00%
AIM International Core Equity Fund                         0.75%          0.25%          1.00%
AIM International Growth Fund                              0.75%          0.25%          1.00%

3

                                                          MAXIMUM
                                                           ASSET
AIM INVESTMENT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Developing Markets Fund                                0.75%          0.25%          1.00%
AIM Global Health Care Fund                                0.75%          0.25%          1.00%
AIM Trimark Fund                                           0.75%          0.25%          1.00%
AIM Trimark Endeavor Fund                                  0.75%          0.25%          1.00%
AIM Trimark Small Companies Fund                           0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM INVESTMENT SECURITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Global Real Estate Fund                                0.75%          0.25%          1.00%
AIM High Yield Fund                                        0.75%          0.25%          1.00%
AIM Income Fund                                            0.75%          0.25%          1.00%
AIM Intermediate Government Fund                           0.75%          0.25%          1.00%
AIM Money Market Fund                                      0.75%          0.25%          1.00%
AIM Municipal Bond Fund                                    0.75%          0.25%          1.00%
AIM Total Return Bond Fund                                 0.75%          0.25%          1.00%
AIM Real Estate Fund                                       0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Opportunities I Fund                                   0.75%          0.25%          1.00%
AIM Opportunities II Fund                                  0.75%          0.25%          1.00%
AIM Opportunities III Fund                                 0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
                                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
AIM SUMMIT FUND                                           CHARGE           FEE            FEE
---------------                                           ------           ---            ---
Class B Shares                                             0.75%          0.25%          1.00%

4

                                                          MAXIMUM
                                                           ASSET
AIM TAX-EXEMPT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM High Income Municipal Fund                             0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM COUNSELOR SERIES TRUST                                 BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Advantage Health
  Sciences Fund                                            0.75%          0.25%          1.00%
AIM Multi-Sector Fund                                      0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM SECTOR FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Energy Fund                                            0.75%          0.25%          1.00%
AIM Financial Services Fund                                0.75%          0.25%          1.00%
AIM Gold & Precious Metals Fund                            0.75%          0.25%          1.00%
AIM Leisure Fund                                           0.75%          0.25%          1.00%
AIM Technology Fund                                        0.75%          0.25%          1.00%
AIM Utilities Fund                                         0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM STOCK FUNDS                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Dynamics Fund                                          0.75%          0.25%          1.00%
AIM Small Company Growth Fund                              0.75%          0.25%          1.00%"

5

AMENDMENT NO. 15

TO

AMENDED AND RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective October 28, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Income Allocation Fund and AIM International Allocation Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.


"SCHEDULE A
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

                                                          MAXIMUM
                                                           ASSET
AIM EQUITY FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Aggressive Growth Fund                                 0.75%          0.25%           1.00%
AIM Blue Chip Fund                                         0.75%          0.25%           1.00%
AIM Capital Development Fund                               0.75%          0.25%           1.00%
AIM Charter Fund                                           0.75%          0.25%           1.00%
AIM Constellation Fund                                     0.75%          0.25%           1.00%
AIM Diversified Dividend Fund                              0.75%          0.25%           1.00%
AIM Large Cap Basic Value Fund                             0.75%          0.25%           1.00%
AIM Large Cap Growth Fund                                  0.75%          0.25%           1.00%
AIM Mid Cap Growth Fund                                    0.75%          0.25%           1.00%
AIM Select Basic Value Fund                                0.75%          0.25%           1.00%
AIM Weingarten Fund                                        0.75%          0.25%           1.00%

2

                                                          MAXIMUM
                                                           ASSET
AIM FUNDS GROUP                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Basic Balanced Fund                                    0.75%          0.25%          1.00%
AIM European Small Company Fund                            0.75%          0.25%          1.00%
AIM Global Value Fund                                      0.75%          0.25%          1.00%
AIM International Small Company Fund                       0.75%          0.25%          1.00%
AIM Mid Cap Basic Value Fund                               0.75%          0.25%          1.00%
AIM Premier Equity Fund                                    0.75%          0.25%          1.00%
AIM Select Equity Fund                                     0.75%          0.25%          1.00%
AIM Small Cap Equity Fund                                  0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM GROWTH SERIES                                          BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Basic Value Fund                                       0.75%          0.25%          1.00%
AIM Conservative Allocation Fund                           0.75%          0.25%          1.00%
AIM Global Equity Fund                                     0.75%          0.25%          1.00%
AIM Growth Allocation Fund                                 0.75%          0.25%          1.00%
AIM Income Allocation Fund                                 0.75%          0.25%          1.00%
AIM International Allocation Fund                          0.75%          0.25%          1.00%
AIM Mid Cap Core Equity Fund                               0.75%          0.25%          1.00%
AIM Moderate Allocation Fund                               0.75%          0.25%          1.00%
AIM Moderate Growth Allocation Fund                        0.75%          0.25%          1.00%
AIM Moderately Conservative Allocation Fund                0.75%          0.25%          1.00%
AIM Small Cap Growth Fund                                  0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM INTERNATIONAL MUTUAL FUNDS                             BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Asia Pacific Growth Fund                               0.75%          0.25%          1.00%
AIM European Growth Fund                                   0.75%          0.25%          1.00%
AIM Global Aggressive Growth Fund                          0.75%          0.25%          1.00%
AIM Global Growth Fund                                     0.75%          0.25%          1.00%
AIM International Core Equity Fund                         0.75%          0.25%          1.00%
AIM International Growth Fund                              0.75%          0.25%          1.00%

3

                                                          MAXIMUM
                                                           ASSET
AIM INVESTMENT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Developing Markets Fund                                0.75%          0.25%          1.00%
AIM Global Health Care Fund                                0.75%          0.25%          1.00%
AIM Trimark Fund                                           0.75%          0.25%          1.00%
AIM Trimark Endeavor Fund                                  0.75%          0.25%          1.00%
AIM Trimark Small Companies Fund                           0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM INVESTMENT SECURITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Global Real Estate Fund                                0.75%          0.25%          1.00%
AIM High Yield Fund                                        0.75%          0.25%          1.00%
AIM Income Fund                                            0.75%          0.25%          1.00%
AIM Intermediate Government Fund                           0.75%          0.25%          1.00%
AIM Money Market Fund                                      0.75%          0.25%          1.00%
AIM Municipal Bond Fund                                    0.75%          0.25%          1.00%
AIM Total Return Bond Fund                                 0.75%          0.25%          1.00%
AIM Real Estate Fund                                       0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIOS                                                CHARGE           FEE            FEE
----------                                                ------           ---            ---
AIM Opportunities I Fund                                   0.75%          0.25%          1.00%
AIM Opportunities II Fund                                  0.75%          0.25%          1.00%
AIM Opportunities III Fund                                 0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
                                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
AIM SUMMIT FUND                                           CHARGE           FEE            FEE
---------------                                           ------           ---            ---
Class B Shares                                             0.75%          0.25%          1.00%

4

                                                          MAXIMUM
                                                           ASSET
AIM TAX-EXEMPT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM High Income Municipal Fund                             0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM COUNSELOR SERIES TRUST                                 BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Advantage Health
  Sciences Fund                                            0.75%          0.25%          1.00%
AIM Multi-Sector Fund                                      0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM SECTOR FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Energy Fund                                            0.75%          0.25%          1.00%
AIM Financial Services Fund                                0.75%          0.25%          1.00%
AIM Gold & Precious Metals Fund                            0.75%          0.25%          1.00%
AIM Leisure Fund                                           0.75%          0.25%          1.00%
AIM Technology Fund                                        0.75%          0.25%          1.00%
AIM Utilities Fund                                         0.75%          0.25%          1.00%

                                                          MAXIMUM
                                                           ASSET
AIM STOCK FUNDS                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO                                                 CHARGE           FEE            FEE
---------                                                 ------           ---            ---
AIM Dynamics Fund                                          0.75%          0.25%          1.00%
AIM Small Company Growth Fund                              0.75%          0.25%          1.00%"

5

AMENDMENT NO. 12
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 29, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Global Real Estate Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund and to change the name of AIM Aggressive Allocation Fund to AIM Growth Allocation Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

                                              MAXIMUM
                                               ASSET
AIM COMBINATION STOCK & BOND FUNDS             BASED    MAXIMUM    MAXIMUM
----------------------------------             SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Core Stock Fund                            0.75%     0.25%     1.00%
AIM Total Return Fund                          0.75%     0.25%     1.00%

                                              MAXIMUM
                                               ASSET
AIM COUNSELOR SERIES TRUST                     BASED    MAXIMUM    MAXIMUM
--------------------------                     SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Advantage Health Sciences Fund             0.75%     0.25%       1.00%
AIM Multi-Sector Fund                          0.75%     0.25%       1.00%

                                              MAXIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED    MAXIMUM    MAXIMUM
----------------                               SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Aggressive Growth Fund                     0.75%     0.25%     1.00%
AIM Blue Chip Fund                             0.75%     0.25%     1.00%


AIM Capital Development Fund                   0.75%     0.25%     1.00%
AIM Charter Fund                               0.75%     0.25%     1.00%
AIM Constellation Fund                         0.75%     0.25%     1.00%
AIM Dent Demographic Trends Fund               0.75%     0.25%     1.00%
AIM Diversified Dividend Fund                  0.75%     0.25%     1.00%
AIM Emerging Growth Fund                       0.75%     0.25%     1.00%
AIM Large Cap Basic Value Fund                 0.75%     0.25%     1.00%
AIM Large Cap Growth Fund                      0.75%     0.25%     1.00%
AIM Mid Cap Growth Fund                        0.75%     0.25%     1.00%
AIM Select Basic Value Fund                    0.75%     0.25%     1.00%
AIM Weingarten Fund                            0.75%     0.25%     1.00%

                                              MAXIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED    MAXIMUM    MAXIMUM
---------------                                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM 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 Value Fund                          0.75%     0.25%      1.00%
AIM International Small Company Fund           0.75%     0.25%      1.00%
AIM Mid Cap Basic Value Fund                   0.75%     0.25%      1.00%
AIM Premier Equity Fund                        0.75%     0.25%      1.00%
AIM Select Equity Fund                         0.75%     0.25%      1.00%
AIM Small Cap Equity Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED    MAXIMUM    MAXIMUM
-----------------                              SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Basic Value Fund                           0.75%     0.25%     1.00%
AIM Conservative Allocation Fund               0.75%     0.25%     1.00%
AIM Global Equity Fund                         0.75%     0.25%     1.00%
AIM Growth Allocation Fund                     0.75%     0.25%     1.00%
AIM Mid Cap Core Equity Fund                   0.75%     0.25%     1.00%
AIM Moderate Allocation Fund                   0.75%     0.25%     1.00%
AIM Moderate Growth Allocation Fund            0.75%     0.25%     1.00%
AIM Moderately Conservative Allocation Fund    0.75%     0.25%     1.00%
AIM Small Cap Growth Fund                      0.75%     0.25%     1.00%

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED    MAXIMUM    MAXIMUM
------------------------------                 SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Asia Pacific Growth Fund                   0.75%     0.25%      1.00%
AIM European Growth Fund                       0.75%     0.25%      1.00%
AIM Global Aggressive Growth Fund              0.75%     0.25%      1.00%
AIM Global Growth Fund                         0.75%     0.25%      1.00%
AIM International Core Equity Fund             0.75%     0.25%      1.00%

2

AIM International Growth Fund                  0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED    MAXIMUM    MAXIMUM
--------------------                           SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Developing Markets Fund                    0.75%     0.25%      1.00%
AIM Global Health Care Fund                    0.75%     0.25%      1.00%
AIM Libra Fund                                 0.75%     0.25%      1.00%
AIM Trimark Endeavor Fund                      0.75%     0.25%      1.00%
AIM Trimark Fund                               0.75%     0.25%      1.00%
AIM Trimark Small Companies Fund               0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED    MAXIMUM    MAXIMUM
-------------------------------                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Global Real Estate Fund                    0.75%     0.25%      1.00%
AIM High Yield Fund                            0.75%     0.25%      1.00%
AIM Income Fund                                0.75%     0.25%      1.00%
AIM Intermediate Government Fund               0.75%     0.25%      1.00%
AIM Money Market Fund                          0.75%     0.25%      1.00%
AIM Municipal Bond Fund                        0.75%     0.25%      1.00%
AIM Real Estate Fund                           0.75%     0.25%      1.00%
AIM Short Term Bond Fund                       0.75%     0.25%      1.00%
AIM Total Return Bond Fund                     0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED    MAXIMUM    MAXIMUM
----------------                               SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Energy Fund                                0.75%     0.25%      1.00%
AIM Financial Services Fund                    0.75%     0.25%      1.00%
AIM Gold & Precious Metals Fund                0.75%     0.25%      1.00%
AIM Health Sciences Fund                       0.75%     0.25%      1.00%
AIM Leisure Fund                               0.75%     0.25%      1.00%
AIM Technology Fund                            0.75%     0.25%      1.00%
AIM Utilities Fund                             0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                BASED    MAXIMUM    MAXIMUM
-------------------------------                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Opportunities I Fund                       0.75%     0.25%      1.00%
AIM Opportunities II Fund                      0.75%     0.25%      1.00%
AIM Opportunities III Fund                     0.75%     0.25%      1.00%

3

                                              MAXIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED    MAXIMUM    MAXIMUM
---------------                                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Dynamics Fund                              0.75%     0.25%      1.00%
AIM Mid Cap Stock Fund                         0.75%     0.25%      1.00%
AIM Small Company Growth Fund                  0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM TAX-EXEMPT FUNDS                           BASED    MAXIMUM    MAXIMUM
--------------------                           SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM High Income Municipal Fund                 0.75%     0.25%      1.00%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: April 29, 2005

4

AMENDMENT NO. 13
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective July 18, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the merger of AIM Balanced Fund, AIM Core Stock Fund, AIM Dent Demographic Trends Fund, AIM Emerging Growth Fund, AIM Health Sciences Fund, AIM Libra Fund, AIM Mid Cap Stock Fund and AIM Total Return Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

                                              MAXIMUM
                                               ASSET
AIM COUNSELOR SERIES TRUST                     BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Advantage Health Sciences Fund             0.75%        0.25%         1.00%
AIM Multi-Sector Fund                          0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Aggressive Growth Fund                      0.75%       0.25%         1.00%
AIM Blue Chip Fund                              0.75%       0.25%         1.00%
AIM Capital Development Fund                    0.75%       0.25%         1.00%
AIM Charter Fund                                0.75%       0.25%         1.00%
AIM Constellation Fund                          0.75%       0.25%         1.00%
AIM Diversified Dividend Fund                   0.75%       0.25%         1.00%
AIM Large Cap Basic Value Fund                  0.75%       0.25%         1.00%
AIM Large Cap Growth Fund                       0.75%       0.25%         1.00%
AIM Mid Cap Growth Fund                         0.75%       0.25%         1.00%
AIM Select Basic Value Fund                     0.75%       0.25%         1.00%
AIM Weingarten Fund                             0.75%       0.25%         1.00%


                                              MAXIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Balanced Fund                        0.75%        0.25%         1.00%
AIM European Small Company Fund                0.75%        0.25%         1.00%
AIM Global Value Fund                          0.75%        0.25%         1.00%
AIM International Small Company Fund           0.75%        0.25%         1.00%
AIM Mid Cap Basic Value Fund                   0.75%        0.25%         1.00%
AIM Premier Equity Fund                        0.75%        0.25%         1.00%
AIM Select Equity Fund                         0.75%        0.25%         1.00%
AIM Small Cap Equity Fund                      0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Value Fund                           0.75%        0.25%         1.00%
AIM Conservative Allocation Fund               0.75%        0.25%         1.00%
AIM Global Equity Fund                         0.75%        0.25%         1.00%
AIM Growth Allocation Fund                     0.75%        0.25%         1.00%
AIM Mid Cap Core Equity Fund                   0.75%        0.25%         1.00%
AIM Moderate Allocation Fund                   0.75%        0.25%         1.00%
AIM Moderate Growth Allocation Fund            0.75%        0.25%         1.00%
AIM Moderately Conservative Allocation Fund    0.75%        0.25%         1.00%
AIM Small Cap Growth Fund                      0.75%        0.25%         1.00%

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Asia Pacific Growth Fund                   0.75%        0.25%         1.00%
AIM European Growth Fund                       0.75%        0.25%         1.00%
AIM Global Aggressive Growth Fund              0.75%        0.25%         1.00%
AIM Global Growth Fund                         0.75%        0.25%         1.00%
AIM International Core Equity Fund             0.75%        0.25%         1.00%
AIM International Growth Fund                  0.75%        0.25%         1.00%

2

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Developing Markets Fund                    0.75%        0.25%         1.00%
AIM Global Health Care Fund                    0.75%        0.25%         1.00%
AIM Trimark Endeavor Fund                      0.75%        0.25%         1.00%
AIM Trimark Fund                               0.75%        0.25%         1.00%
AIM Trimark Small Companies Fund               0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Global Real Estate Fund                    0.75%        0.25%         1.00%
AIM High Yield Fund                            0.75%        0.25%         1.00%
AIM Income Fund                                0.75%        0.25%         1.00%
AIM Intermediate Government Fund               0.75%        0.25%         1.00%
AIM Money Market Fund                          0.75%        0.25%         1.00%
AIM Municipal Bond Fund                        0.75%        0.25%         1.00%
AIM Real Estate Fund                           0.75%        0.25%         1.00%
AIM Short Term Bond Fund                       0.75%        0.25%         1.00%
AIM Total Return Bond Fund                     0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Energy Fund                                0.75%        0.25%         1.00%
AIM Financial Services Fund                    0.75%        0.25%         1.00%
AIM Gold & Precious Metals Fund                0.75%        0.25%         1.00%
AIM Leisure Fund                               0.75%        0.25%         1.00%
AIM Technology Fund                            0.75%        0.25%         1.00%
AIM Utilities Fund                             0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Opportunities I Fund                       0.75%        0.25%         1.00%
AIM Opportunities II Fund                      0.75%        0.25%         1.00%
AIM Opportunities III Fund                     0.75%        0.25%         1.00%

3

                                              MAXIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Dynamics Fund                              0.75%        0.25%         1.00%
AIM Small Company Growth Fund                  0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM TAX-EXEMPT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM High Income Municipal Fund                 0.75%        0.25%         1.00%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: July 18, 2005

4

AMENDMENT NO. 14
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective October 17, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Summit Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

                                              MAXIMUM
                                               ASSET
AIM COUNSELOR SERIES TRUST                     BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Advantage Health Sciences Fund             0.75%        0.25%         1.00%
AIM Multi-Sector Fund                          0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Aggressive Growth Fund                      0.75%       0.25%         1.00%
AIM Blue Chip Fund                              0.75%       0.25%         1.00%
AIM Capital Development Fund                    0.75%       0.25%         1.00%
AIM Charter Fund                                0.75%       0.25%         1.00%
AIM Constellation Fund                          0.75%       0.25%         1.00%
AIM Diversified Dividend Fund                   0.75%       0.25%         1.00%
AIM Large Cap Basic Value Fund                  0.75%       0.25%         1.00%
AIM Large Cap Growth Fund                       0.75%       0.25%         1.00%
AIM Mid Cap Growth Fund                         0.75%       0.25%         1.00%
AIM Select Basic Value Fund                     0.75%       0.25%         1.00%
AIM Weingarten Fund                             0.75%       0.25%         1.00%


                                              MAXIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Balanced Fund                        0.75%        0.25%         1.00%
AIM European Small Company Fund                0.75%        0.25%         1.00%
AIM Global Value Fund                          0.75%        0.25%         1.00%
AIM International Small Company Fund           0.75%        0.25%         1.00%
AIM Mid Cap Basic Value Fund                   0.75%        0.25%         1.00%
AIM Premier Equity Fund                        0.75%        0.25%         1.00%
AIM Select Equity Fund                         0.75%        0.25%         1.00%
AIM Small Cap Equity Fund                      0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Basic Value Fund                           0.75%        0.25%         1.00%
AIM Conservative Allocation Fund               0.75%        0.25%         1.00%
AIM Global Equity Fund                         0.75%        0.25%         1.00%
AIM Growth Allocation Fund                     0.75%        0.25%         1.00%
AIM Mid Cap Core Equity Fund                   0.75%        0.25%         1.00%
AIM Moderate Allocation Fund                   0.75%        0.25%         1.00%
AIM Moderate Growth Allocation Fund            0.75%        0.25%         1.00%
AIM Moderately Conservative Allocation Fund    0.75%        0.25%         1.00%
AIM Small Cap Growth Fund                      0.75%        0.25%         1.00%

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Asia Pacific Growth Fund                   0.75%        0.25%         1.00%
AIM European Growth Fund                       0.75%        0.25%         1.00%
AIM Global Aggressive Growth Fund              0.75%        0.25%         1.00%
AIM Global Growth Fund                         0.75%        0.25%         1.00%
AIM International Core Equity Fund             0.75%        0.25%         1.00%
AIM International Growth Fund                  0.75%        0.25%         1.00%

2

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Developing Markets Fund                    0.75%        0.25%         1.00%
AIM Global Health Care Fund                    0.75%        0.25%         1.00%
AIM Trimark Endeavor Fund                      0.75%        0.25%         1.00%
AIM Trimark Fund                               0.75%        0.25%         1.00%
AIM Trimark Small Companies Fund               0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Global Real Estate Fund                    0.75%        0.25%         1.00%
AIM High Yield Fund                            0.75%        0.25%         1.00%
AIM Income Fund                                0.75%        0.25%         1.00%
AIM Intermediate Government Fund               0.75%        0.25%         1.00%
AIM Money Market Fund                          0.75%        0.25%         1.00%
AIM Municipal Bond Fund                        0.75%        0.25%         1.00%
AIM Real Estate Fund                           0.75%        0.25%         1.00%
AIM Short Term Bond Fund                       0.75%        0.25%         1.00%
AIM Total Return Bond Fund                     0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Energy Fund                                0.75%        0.25%         1.00%
AIM Financial Services Fund                    0.75%        0.25%         1.00%
AIM Gold & Precious Metals Fund                0.75%        0.25%         1.00%
AIM Leisure Fund                               0.75%        0.25%         1.00%
AIM Technology Fund                            0.75%        0.25%         1.00%
AIM Utilities Fund                             0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Opportunities I Fund                       0.75%        0.25%         1.00%
AIM Opportunities II Fund                      0.75%        0.25%         1.00%
AIM Opportunities III Fund                     0.75%        0.25%         1.00%

3

                                              MAXIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM Dynamics Fund                              0.75%        0.25%         1.00%
AIM Small Company Growth Fund                  0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
AIM SUMMIT FUND                               CHARGE         FEE           FEE
                                              ------         ---           ---
Class C Shares                                 0.75%        0.25%         1.00%

                                              MAXIMUM
                                               ASSET
AIM TAX-EXEMPT FUNDS                           BASED       MAXIMUM       MAXIMUM
                                               SALES       SERVICE      AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE         FEE           FEE
                                              ------         ---           ---
AIM High Income Municipal Fund                 0.75%        0.25%         1.00%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: October 17, 2005

4

AMENDMENT NO. 15
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective October 28, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Income Allocation Fund and AIM International Allocation Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

                                              MAXIMUM
                                               ASSET
AIM COUNSELOR SERIES TRUST                     BASED    MAXIMUM    MAXIMUM
--------------------------                     SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Advantage Health Sciences Fund             0.75%     0.25%       1.00%
AIM Multi-Sector Fund                          0.75%     0.25%       1.00%

                                              MAXIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED    MAXIMUM    MAXIMUM
----------------                               SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Aggressive Growth Fund                     0.75%     0.25%     1.00%
AIM Blue Chip Fund                             0.75%     0.25%     1.00%
AIM Capital Development Fund                   0.75%     0.25%     1.00%
AIM Charter Fund                               0.75%     0.25%     1.00%
AIM Constellation Fund                         0.75%     0.25%     1.00%
AIM Diversified Dividend Fund                  0.75%     0.25%     1.00%
AIM Large Cap Basic Value Fund                 0.75%     0.25%     1.00%
AIM Large Cap Growth Fund                      0.75%     0.25%     1.00%
AIM Mid Cap Growth Fund                        0.75%     0.25%     1.00%
AIM Select Basic Value Fund                    0.75%     0.25%     1.00%
AIM Weingarten Fund                            0.75%     0.25%     1.00%


                                              MAXIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED    MAXIMUM    MAXIMUM
---------------                                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Basic Balanced Fund                        0.75%     0.25%      1.00%
AIM European Small Company Fund                0.75%     0.25%      1.00%
AIM Global Value Fund                          0.75%     0.25%      1.00%
AIM International Small Company Fund           0.75%     0.25%      1.00%
AIM Mid Cap Basic Value Fund                   0.75%     0.25%      1.00%
AIM Premier Equity Fund                        0.75%     0.25%      1.00%
AIM Select Equity Fund                         0.75%     0.25%      1.00%
AIM Small Cap Equity Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED    MAXIMUM    MAXIMUM
-----------------                              SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Basic Value Fund                           0.75%     0.25%     1.00%
AIM Conservative Allocation Fund               0.75%     0.25%     1.00%
AIM Global Equity Fund                         0.75%     0.25%     1.00%
AIM Growth Allocation Fund                     0.75%     0.25%     1.00%
AIM Income Allocation Fund                     0.75%     0.25%     1.00%
AIM International Allocation Fund              0.75%     0.25%     1.00%
AIM Mid Cap Core Equity Fund                   0.75%     0.25%     1.00%
AIM Moderate Allocation Fund                   0.75%     0.25%     1.00%
AIM Moderate Growth Allocation Fund            0.75%     0.25%     1.00%
AIM Moderately Conservative Allocation Fund    0.75%     0.25%     1.00%
AIM Small Cap Growth Fund                      0.75%     0.25%     1.00%

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED    MAXIMUM    MAXIMUM
------------------------------                 SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Asia Pacific Growth Fund                   0.75%     0.25%      1.00%
AIM European Growth Fund                       0.75%     0.25%      1.00%
AIM Global Aggressive Growth Fund              0.75%     0.25%      1.00%
AIM Global Growth Fund                         0.75%     0.25%      1.00%
AIM International Core Equity Fund             0.75%     0.25%      1.00%
AIM International Growth Fund                  0.75%     0.25%      1.00%

2

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED    MAXIMUM    MAXIMUM
--------------------                           SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Developing Markets Fund                    0.75%     0.25%      1.00%
AIM Global Health Care Fund                    0.75%     0.25%      1.00%
AIM Trimark Endeavor Fund                      0.75%     0.25%      1.00%
AIM Trimark Fund                               0.75%     0.25%      1.00%
AIM Trimark Small Companies Fund               0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED    MAXIMUM    MAXIMUM
-------------------------------                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Global Real Estate Fund                    0.75%     0.25%      1.00%
AIM High Yield Fund                            0.75%     0.25%      1.00%
AIM Income Fund                                0.75%     0.25%      1.00%
AIM Intermediate Government Fund               0.75%     0.25%      1.00%
AIM Money Market Fund                          0.75%     0.25%      1.00%
AIM Municipal Bond Fund                        0.75%     0.25%      1.00%
AIM Real Estate Fund                           0.75%     0.25%      1.00%
AIM Short Term Bond Fund                       0.75%     0.25%      1.00%
AIM Total Return Bond Fund                     0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED    MAXIMUM    MAXIMUM
----------------                               SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Energy Fund                                0.75%     0.25%      1.00%
AIM Financial Services Fund                    0.75%     0.25%      1.00%
AIM Gold & Precious Metals Fund                0.75%     0.25%      1.00%
AIM Leisure Fund                               0.75%     0.25%      1.00%
AIM Technology Fund                            0.75%     0.25%      1.00%
AIM Utilities Fund                             0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM SPECIAL OPPORTUNITIES FUNDS                BASED    MAXIMUM    MAXIMUM
-------------------------------                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Opportunities I Fund                       0.75%     0.25%      1.00%
AIM Opportunities II Fund                      0.75%     0.25%      1.00%
AIM Opportunities III Fund                     0.75%     0.25%      1.00%

3

                                              MAXIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED    MAXIMUM    MAXIMUM
---------------                                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Dynamics Fund                              0.75%     0.25%      1.00%
AIM Small Company Growth Fund                  0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                               CHARGE      FEE        FEE
---------------                               -------   -------   ---------
Class C Shares                                 0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
AIM TAX-EXEMPT FUNDS                           BASED    MAXIMUM    MAXIMUM
--------------------                          SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS C SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM High Income Municipal Fund                 0.75%     0.25%      1.00%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: October 28, 2005

4

AMENDMENT NO. 7
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS R SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective April 29, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Global Real Estate Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund and to change the name of AIM Aggressive Allocation Fund to AIM Growth Allocation Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS R SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.

                                              MINIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED    MAXIMUM    MAXIMUM
----------------                               SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Aggressive Growth Fund                     0.25%     0.25%     0.50%
AIM Blue Chip Fund                             0.25%     0.25%     0.50%
AIM Capital Development Fund                   0.25%     0.25%     0.50%
AIM Charter Fund                               0.25%     0.25%     0.50%
AIM Constellation Fund                         0.25%     0.25%     0.50%
AIM Large Cap Basic Value Fund                 0.25%     0.25%     0.50%
AIM Large Cap Growth Fund                      0.25%     0.25%     0.50%
AIM Mid Cap Growth Fund                        0.25%     0.25%     0.50%
AIM Weingarten Fund                            0.25%     0.25%     0.50%

                                              MINIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED    MAXIMUM    MAXIMUM
---------------                                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Balanced Fund                              0.25%     0.25%      0.50%
AIM Basic Balanced Fund                        0.25%     0.25%      0.50%
AIM Mid Cap Basic Value Fund                   0.25%     0.25%      0.50%
AIM Premier Equity Fund                        0.25%     0.25%      0.50%
AIM Small Cap Equity Fund                      0.25%     0.25%      0.50%


                                              MINIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED    MAXIMUM    MAXIMUM
-----------------                              SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Basic Value Fund                           0.25%     0.25%     0.50%
AIM Conservative Allocation Fund               0.25%     0.25%     0.50%
AIM Growth Allocation Fund                     0.25%     0.25%     0.50%
AIM Mid Cap Core Equity Fund                   0.25%     0.25%     0.50%
AIM Moderate Allocation Fund                   0.25%     0.25%     0.50%
AIM Moderate Growth Allocation Fund            0.25%     0.25%     0.50%
AIM Moderately Conservative Allocation Fund    0.25%     0.25%     0.50%
AIM Small Cap Growth Fund                      0.25%     0.25%     0.50%

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED    MAXIMUM    MAXIMUM
------------------------------                 SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM European Growth Fund                       0.25%     0.25%      0.50%
AIM International Core Equity Fund             0.25%     0.25%      0.50%
AIM International Growth Fund                  0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED    MAXIMUM    MAXIMUM
--------------------                           SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Trimark Endeavor Fund                      0.25%     0.25%      0.50%
AIM Trimark Fund                               0.25%     0.25%      0.50%
AIM Trimark Small Companies Fund               0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED    MAXIMUM    MAXIMUM
-------------------------------                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   --------
AIM Global Real Estate Fund                    0.25%     0.25%      0.50%
AIM Income Fund                                0.25%     0.25%      0.50%
AIM Intermediate Government Fund               0.25%     0.25%      0.50%
AIM Money Market Fund                          0.25%     0.25%      0.50%
AIM Real Estate Fund                           0.25%     0.25%      0.50%
AIM Short Term Bond Fund                       0.25%     0.25%      0.50%
AIM Total Return Bond Fund                     0.25%     0.25%      0.50%"

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: April 29, 2005

2

AMENDMENT NO. 8
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS R SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective July 18, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the merger of AIM Balanced Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS R SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.

                                                          MINIMUM
                                                           ASSET
AIM EQUITY FUNDS                                           BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS R SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Aggressive Growth Fund                                 0.25%          0.25%          0.50%
AIM Blue Chip Fund                                         0.25%          0.25%          0.50%
AIM Capital Development Fund                               0.25%          0.25%          0.50%
AIM Charter Fund                                           0.25%          0.25%          0.50%
AIM Constellation Fund                                     0.25%          0.25%          0.50%
AIM Large Cap Basic Value Fund                             0.25%          0.25%          0.50%
AIM Large Cap Growth Fund                                  0.25%          0.25%          0.50%
AIM Mid Cap Growth Fund                                    0.25%          0.25%          0.50%
AIM Weingarten Fund                                        0.25%          0.25%          0.50%

                                                          MINIMUM
                                                           ASSET
AIM FUNDS GROUP                                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS R SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Basic Balanced Fund                                    0.25%          0.25%          0.50%
AIM Mid Cap Basic Value Fund                               0.25%          0.25%          0.50%
AIM Premier Equity Fund                                    0.25%          0.25%          0.50%
AIM Small Cap Equity Fund                                  0.25%          0.25%          0.50%


                                                          MINIMUM
                                                           ASSET
AIM GROWTH SERIES                                          BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS R SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Basic Value Fund                                       0.25%          0.25%          0.50%
AIM Conservative Allocation Fund                           0.25%          0.25%          0.50%
AIM Growth Allocation Fund                                 0.25%          0.25%          0.50%
AIM Mid Cap Core Equity Fund                               0.25%          0.25%          0.50%
AIM Moderate Allocation Fund                               0.25%          0.25%          0.50%
AIM Moderate Growth Allocation Fund                        0.25%          0.25%          0.50%
AIM Moderately Conservative Allocation Fund                0.25%          0.25%          0.50%
AIM Small Cap Growth Fund                                  0.25%          0.25%          0.50%

                                                          MINIMUM
                                                           ASSET
AIM INTERNATIONAL MUTUAL FUNDS                             BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS R SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM European Growth Fund                                   0.25%          0.25%          0.50%
AIM International Core Equity Fund                         0.25%          0.25%          0.50%
AIM International Growth Fund                              0.25%          0.25%          0.50%

                                                          MINIMUM
                                                           ASSET
AIM INVESTMENT FUNDS                                       BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS R SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Trimark Endeavor Fund                                  0.25%          0.25%          0.50%
AIM Trimark Fund                                           0.25%          0.25%          0.50%
AIM Trimark Small Companies Fund                           0.25%          0.25%          0.50%

                                                          MINIMUM
                                                           ASSET
AIM INVESTMENT SECURITIES FUNDS                            BASED         MAXIMUM        MAXIMUM
                                                           SALES         SERVICE       AGGREGATE
PORTFOLIO - CLASS R SHARES                                CHARGE           FEE            FEE
--------------------------                                ------           ---            ---
AIM Global Real Estate Fund                                0.25%          0.25%          0.50%
AIM Income Fund                                            0.25%          0.25%          0.50%
AIM Intermediate Government Fund                           0.25%          0.25%          0.50%
AIM Money Market Fund                                      0.25%          0.25%          0.50%
AIM Real Estate Fund                                       0.25%          0.25%          0.50%
AIM Short Term Bond Fund                                   0.25%          0.25%          0.50%
AIM Total Return Bond Fund                                 0.25%          0.25%          0.50%"

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: July 18, 2005

2

AMENDMENT NO. 9
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS R SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective October 25, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Diversified Dividend Fund, AIM Dynamics Fund, AIM Leisure Fund and AIM Small Company Growth Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS R SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.

                                              MINIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED    MAXIMUM    MAXIMUM
----------------                               SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Aggressive Growth Fund                     0.25%     0.25%     0.50%
AIM Blue Chip Fund                             0.25%     0.25%     0.50%
AIM Capital Development Fund                   0.25%     0.25%     0.50%
AIM Charter Fund                               0.25%     0.25%     0.50%
AIM Constellation Fund                         0.25%     0.25%     0.50%
AIM Diversified Dividend Fund                  0.25%     0.25%     0.50%
AIM Large Cap Basic Value Fund                 0.25%     0.25%     0.50%
AIM Large Cap Growth Fund                      0.25%     0.25%     0.50%
AIM Mid Cap Growth Fund                        0.25%     0.25%     0.50%
AIM Weingarten Fund                            0.25%     0.25%     0.50%

                                              MINIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED    MAXIMUM    MAXIMUM
---------------                                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Basic Balanced Fund                        0.25%     0.25%      0.50%
AIM Mid Cap Basic Value Fund                   0.25%     0.25%      0.50%
AIM Premier Equity Fund                        0.25%     0.25%      0.50%
AIM Small Cap Equity Fund                      0.25%     0.25%      0.50%


                                              MINIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED    MAXIMUM    MAXIMUM
-----------------                              SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Basic Value Fund                           0.25%     0.25%     0.50%
AIM Conservative Allocation Fund               0.25%     0.25%     0.50%
AIM Growth Allocation Fund                     0.25%     0.25%     0.50%
AIM Mid Cap Core Equity Fund                   0.25%     0.25%     0.50%
AIM Moderate Allocation Fund                   0.25%     0.25%     0.50%
AIM Moderate Growth Allocation Fund            0.25%     0.25%     0.50%
AIM Moderately Conservative Allocation Fund    0.25%     0.25%     0.50%
AIM Small Cap Growth Fund                      0.25%     0.25%     0.50%

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED    MAXIMUM    MAXIMUM
------------------------------                 SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM European Growth Fund                       0.25%     0.25%      0.50%
AIM International Core Equity Fund             0.25%     0.25%      0.50%
AIM International Growth Fund                  0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED    MAXIMUM    MAXIMUM
--------------------                           SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Trimark Endeavor Fund                      0.25%     0.25%      0.50%
AIM Trimark Fund                               0.25%     0.25%      0.50%
AIM Trimark Small Companies Fund               0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED    MAXIMUM    MAXIMUM
-------------------------------                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Global Real Estate Fund                    0.25%     0.25%      0.50%
AIM Income Fund                                0.25%     0.25%      0.50%
AIM Intermediate Government Fund               0.25%     0.25%      0.50%
AIM Money Market Fund                          0.25%     0.25%      0.50%
AIM Real Estate Fund                           0.25%     0.25%      0.50%
AIM Short Term Bond Fund                       0.25%     0.25%      0.50%
AIM Total Return Bond Fund                     0.25%     0.25%     0.50%"

                                              MINIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED    MAXIMUM    MAXIMUM
----------------                               SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Leisure Fund                               0.25%     0.25%      0.50%

2

                                              MINIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED    MAXIMUM    MAXIMUM
---------------                                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Dynamics Fund                              0.25%     0.25%      0.50%
AIM Small Company Growth Fund                  0.25%     0.25%      0.50%

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: October 25, 2005

3

AMENDMENT NO. 10
TO THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN

(CLASS R SHARES)

The Amended and Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, pursuant to Rule 12b-1, is hereby amended, effective October 28, 2005, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Income Allocation Fund, AIM International Allocation Fund and AIM Global Equity Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS R SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.

                                              MINIMUM
                                               ASSET
AIM EQUITY FUNDS                               BASED    MAXIMUM    MAXIMUM
----------------                               SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Aggressive Growth Fund                     0.25%     0.25%     0.50%
AIM Blue Chip Fund                             0.25%     0.25%     0.50%
AIM Capital Development Fund                   0.25%     0.25%     0.50%
AIM Charter Fund                               0.25%     0.25%     0.50%
AIM Constellation Fund                         0.25%     0.25%     0.50%
AIM Diversified Dividend Fund                  0.25%     0.25%     0.50%
AIM Large Cap Basic Value Fund                 0.25%     0.25%     0.50%
AIM Large Cap Growth Fund                      0.25%     0.25%     0.50%
AIM Mid Cap Growth Fund                        0.25%     0.25%     0.50%
AIM Weingarten Fund                            0.25%     0.25%     0.50%

                                              MINIMUM
                                               ASSET
AIM FUNDS GROUP                                BASED    MAXIMUM    MAXIMUM
---------------                                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Basic Balanced Fund                        0.25%     0.25%      0.50%
AIM Mid Cap Basic Value Fund                   0.25%     0.25%      0.50%
AIM Premier Equity Fund                        0.25%     0.25%      0.50%
AIM Small Cap Equity Fund                      0.25%     0.25%      0.50%


                                              MINIMUM
                                               ASSET
AIM GROWTH SERIES                              BASED    MAXIMUM    MAXIMUM
-----------------                              SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Basic Value Fund                           0.25%     0.25%     0.50%
AIM Conservative Allocation Fund               0.25%     0.25%     0.50%
AIM Global Equity Fund                         0.25%     0.25%     0.50%
AIM Growth Allocation Fund                     0.25%     0.25%     0.50%
AIM Income Allocation Fund                     0.25%     0.25%     0.50%
AIM International Allocation Fund              0.25%     0.25%     0.50%
AIM Mid Cap Core Equity Fund                   0.25%     0.25%     0.50%
AIM Moderate Allocation Fund                   0.25%     0.25%     0.50%
AIM Moderate Growth Allocation Fund            0.25%     0.25%     0.50%
AIM Moderately Conservative Allocation Fund    0.25%     0.25%     0.50%
AIM Small Cap Growth Fund                      0.25%     0.25%     0.50%

                                              MINIMUM
                                               ASSET
AIM INTERNATIONAL MUTUAL FUNDS                 BASED    MAXIMUM    MAXIMUM
------------------------------                 SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM European Growth Fund                       0.25%     0.25%      0.50%
AIM International Core Equity Fund             0.25%     0.25%      0.50%
AIM International Growth Fund                  0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT FUNDS                           BASED    MAXIMUM    MAXIMUM
--------------------                           SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Trimark Endeavor Fund                      0.25%     0.25%      0.50%
AIM Trimark Fund                               0.25%     0.25%      0.50%
AIM Trimark Small Companies Fund               0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
AIM INVESTMENT SECURITIES FUNDS                BASED    MAXIMUM    MAXIMUM
-------------------------------                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Global Real Estate Fund                    0.25%     0.25%      0.50%
AIM Income Fund                                0.25%     0.25%      0.50%
AIM Intermediate Government Fund               0.25%     0.25%      0.50%
AIM Money Market Fund                          0.25%     0.25%      0.50%
AIM Real Estate Fund                           0.25%     0.25%      0.50%
AIM Short Term Bond Fund                       0.25%     0.25%      0.50%
AIM Total Return Bond Fund                     0.25%     0.25%     0.50%"

2

                                              MINIMUM
                                               ASSET
AIM SECTOR FUNDS                               BASED    MAXIMUM    MAXIMUM
----------------                               SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Leisure Fund                               0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
AIM STOCK FUNDS                                BASED    MAXIMUM    MAXIMUM
---------------                                SALES    SERVICE   AGGREGATE
PORTFOLIO - CLASS R SHARES                    CHARGE      FEE        FEE
                                              -------   -------   ---------
AIM Dynamics Fund                              0.25%     0.25%      0.50%
AIM Small Company Growth Fund                  0.25%     0.25%      0.50%

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: October 28, 2005

3

[AIM INVESTMENTS LOGO] MASTER RELATED AGREEMENT TO

AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

This Master Related Agreement (the "Agreement") is entered into in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended (the "1940 Act") by each registered investment company, listed in Schedule A to this Agreement (each individually referred to as a "Fund", or collectively, "Funds"), severally, on behalf of each of the series of common stock or beneficial interest, as the case may be, set forth in Schedule A to this Agreement (each, a "Portfolio" ), with respect to the Class A Shares of each such Portfolio listed on Schedule A. This Agreement, being made between A I M Distributors, Inc. ("Distributors") and each Fund, on behalf of each applicable Portfolio, defines the services to be provided by Distributors, or its designees, for which it is to receive payments pursuant to the Amended and Restated Master Distribution Plan (Class A Shares) (the "Plan") adopted by each of the Funds. The Plan has been approved by a majority of the directors/trustees ("Trustees") of each of the Funds, including a majority of the Trustees who have no direct or indirect financial interest in the operation of the Plan or this Agreement (the "Dis-Interested Trustees"), by votes cast in person at a meeting called for the purpose of voting on the Plan.

1. a. Distributors may use payments received pursuant to Paragraph 2 of this Agreement to provide continuing personal shareholder services to customers who may, from time to time, directly or beneficially own shares of the Funds. Continuing personal shareholder services may include but are not limited to, distributing sales literature to customers, answering routine customer inquiries regarding the Funds, assisting customers in changing dividend options, account designations and addresses, and in enrolling in any of several special investment plans offered in connection with the purchase of the Funds' shares, assisting customers in the establishment and maintenance of customer accounts and records and in the placement of purchase and redemption transactions, assisting customers in investing dividends and capital gains distributions automatically in shares, and providing such other services as the Funds or the customer may reasonably request and Distributors agrees to provide. Distributors will not be obligated to provide services which are provided by a transfer agent for a Fund with respect to a Portfolio.

b. Distributors may also use the payments received pursuant to Paragraph 2 of this Agreement for distribution-related services. As used in this Agreement, "distribution-related services" shall mean any activity which is primarily intended to result in the sale of the Shares, including, but not limited to, organizing and conducting sales seminars, implementing advertising programs, engaging finders and paying finders fees, printing prospectuses and statements of additional information (and supplements thereto) and annual and semi-annual reports for other than existing shareholders, preparing and distributing advertising material and sales literature, making supplemental payments to dealers and other institutions as asset-based sales charges, and administering the Plan.

1

c. Distributors may provide the services described in paragraphs a. and b. above either directly or through third parties (its "designees").

2. For the services provided by Distributors or its designees pursuant to this Agreement, each Fund shall pay Distributors a fee, calculated at the end of each month at the annual rate set forth in Schedule A, or such lesser rate as shall be agreed to by Distributors, as applied to the average net asset value of the shares of such Fund purchased or acquired through exchange on or after the Plan Calculation Date shown for such Fund on Schedule A.

3. The total of the fees calculated for all of the Funds listed on Schedule A for any period with respect to which calculations are made shall be paid to Distributors within 10 days after the close of each month.

4. Distributors shall furnish the Funds with such information as shall reasonably be requested by the Trustees of the Funds with respect to the fees paid to Distributors pursuant to this Agreement.

5. Distributors shall furnish the Trustees of the Funds, for their review on a quarterly basis, a written report of the amounts expended under the Plan and the purposes for which such expenditures were made.

6. Distributors may enter into other similar Master Related Agreements with any other investment company without a Fund's consent.

7. This Agreement shall become effective immediately upon its approval by a majority of the Trustees of each of the Funds, including a majority of the Dis-Interested Trustees, by votes cast in person at a meeting called for the purpose of voting on the Plan and this Agreement.

8. This Agreement shall continue in full force and effect as long as the continuance of the Plan and this Agreement are approved at least annually by a vote of the Trustees, including a majority of the Dis-Interested Trustees, cast in person at a meeting called for the purpose of voting thereon.

9. This Agreement may be terminated with respect to any Fund at any time without payment of any penalty by the vote of a majority of the Trustees of such Fund who are Dis-interested Trustees or by a vote of a majority of the Fund's outstanding shares, on sixty (60) days' written notice. It will be terminated by any act which terminates the Fund's Plan, and in any event, it shall terminate automatically in the event of its assignment as that term is defined in the 1940 Act.

10. This Agreement may be amended by mutual written agreement of the parties.

11. All communications should be sent to the address of each signor as shown at the bottom of this Agreement.

2

12. This Agreement shall be construed in accordance with the laws of the State of Texas.

A I M DISTRIBUTORS, INC.

                                  By:
                                      ------------------------------------------
                                      Name: Gene L. Needles
                                      Title: President
                                      11 Greenway Plaza, Suite 100
                                      Houston, Texas  77046-1173
                                      Attn: President

EFFECTIVE AUGUST 18, 2003.        FUND (LISTED IN SCHEDULE A)
                                  on behalf of the Class A Shares of each
                                  Portfolio listed on Schedule A

                                  By:
                                      ------------------------------------------
                                      Name: Robert H. Graham
                                      Title: President

3

SCHEDULE "A" TO
MASTER RELATED AGREEMENT

                                                     Maximum Aggregate
                  Fund                                    Fee Rate*          Plan Calculation Date
                  ----                                    ---------          ---------------------
AIM EQUITY FUNDS
AIM Aggressive Growth Fund A Shares                           0.25          July 1, 1992
AIM Blue Chip Fund A Shares                                   0.25(1)       June 3, 1996
AIM Capital Development Fund A Shares                         0.25(1)       June 17, 1996
AIM Charter Fund A Shares                                     0.25(2)       November 18, 1986
AIM Constellation Fund A Shares                               0.25(2)       September 9, 1986
AIM Diversified Dividend Fund A Shares                        0.25(1)       December 31, 2001
AIM Large Cap Basic Value Fund A Shares                       0.25(1)       July 15, 1999
AIM Large Cap Growth Fund A Shares                            0.25(1)       March 1, 1999
AIM Mid Cap Growth Fund A Shares                              0.25(1)       November 1, 1999
AIM Weingarten Fund A Shares                                  0.25(2)       September 9, 1986

AIM FUNDS GROUP
AIM Basic Balanced Fund A Shares                              0.25(1)       September 28, 2001
AIM European Small Company Fund A Shares(4)                   0.25(1)       August 31, 2000
AIM Global Value Fund A Shares                                0.25(1)       December 29, 2000
AIM International Small Company Fund A Shares(4)              0.25(1)       August 31, 2000
AIM Mid Cap Basic Value Fund A Shares                         0.25(1)       December 31, 2001
AIM Premier Equity Fund A Shares                              0.25          July 1, 1992
AIM Select Equity Fund A Shares                               0.25          July 1, 1992
AIM Small Cap Equity Fund A Shares                            0.25(1)       August 31, 2000

AIM GROWTH SERIES
AIM Basic Value Fund A Shares                                 0.25(1)       May 29, 1998
AIM Conservative Allocation Fund A Shares                     0.25(1)       April 30, 2004
AIM Global Equity Fund A Shares                               0.25(1,3)     May 29, 1998
AIM Growth Allocation Fund A Shares                           0.25(1)       April 30, 2004
AIM Mid Cap Core Equity Fund A Shares(4)                      0.25(1)       May 29, 1998
AIM Moderate Allocation Fund A Shares                         0.25(1)       April 30, 2004
AIM Moderate Growth Allocation Fund A Shares                  0.25(1)       April 29, 2005
AIM Moderately Conservative Allocation Fund A Shares          0.25(1)       April 29, 2005
AIM Small Cap Growth Fund A Shares(4)                         0.25(1)       May 29, 1998


(1) Effective July 1, 2005, this fee rate was reduced from 0.35% to 0.25%.

(2) Effective July 1, 2005, this fee rate was reduced from 0.30% to 0.25%.

(3) Effective January 1, 2005, this fee rate was reduced from 0.50% to 0.35%.

(4) AIM European Small Company Fund, AIM International Small Company Fund, AIM Mid Cap Core Equity Fund, AIM Small Cap Growth Fund and AIM Real Estate Fund are closed to new investors.

4

                                                     Maximum Aggregate
                  Fund                                    Fee Rate*         Plan Calculation Date
                  ----                                    ---------         ---------------------
AIM INTERNATIONAL MUTUAL FUNDS
AIM Asia Pacific Growth Fund A Shares                         0.25(1)       November 1, 1997
AIM European Growth Fund A Shares                             0.25(1)       November 1, 1997
AIM Global Aggressive Growth Fund A Shares                    0.25(1,3)     September 15, 1994
AIM Global Growth Fund A Shares                               0.25(1,3)     September 15, 1994
AIM International Core Equity Fund A Shares                   0.25(1)       March 29, 2002
AIM International Growth Fund A Shares                        0.25(2)       May 21, 1992

AIM INVESTMENT FUNDS
AIM Developing Markets Fund A Shares                          0.25(1,3)     May 29, 1998
AIM Global Health Care Fund A Shares                          0.25(1,3)     May 29, 1998
AIM Trimark Endeavor Fund A Shares                            0.25(1)       November 4, 2003
AIM Trimark Fund A Shares                                     0.25(1)       November 4, 2003
AIM Trimark Small Companies Fund A Shares                     0.25(1)       November 4, 2003

AIM INVESTMENT SECURITIES FUNDS
AIM Global Real Estate Fund A Shares                          0.25(1)       April 29, 2005
AIM High Yield Fund A Shares                                  0.25          July 1, 1992
AIM Income Fund A Shares                                      0.25          July 1, 1992
AIM Intermediate Government Fund A Shares                     0.25          July 1, 1992
AIM Limited Maturity Treasury Fund A Shares                   0.15          December 2, 1987
AIM Municipal Bond Fund A Shares                              0.25          July 1, 1992
AIM Real Estate Fund A Shares(4)                              0.25(1)       August 4, 1997
AIM Short Term Bond Fund                                      0.25(1)       April 30, 2004
AIM Total Return Bond Fund A Shares                           0.25(1)       December 31, 2001

AIM SPECIAL OPPORTUNITIES FUNDS
AIM Opportunities I Fund A Shares                             0.25(1)       June 29, 1998
AIM Opportunities II Fund A Shares                            0.25(1)       December 30, 1998
AIM Opportunities III Fund A Shares                           0.25(1)       December 30, 1999

AIM TAX-EXEMPT FUNDS
AIM High Income Municipal Fund A Shares                       0.25          December 22, 1997
AIM Tax-Exempt Cash Fund A Shares                             0.25          July 1, 1992


(1) Effective July 1, 2005, this fee rate was reduced from 0.35% to 0.25%.

(2) Effective July 1, 2005, this fee rate was reduced from 0.30% to 0.25%.

(3) Effective January 1, 2005, this fee rate was reduced from 0.50% to 0.35%.

(4) AIM European Small Company Fund, AIM International Small Company Fund, AIM Mid Cap Core Equity Fund, AIM Small Cap Growth Fund and AIM Real Estate Fund are closed to new investors.

5

SCHEDULE "A" TO
RELATED AGREEMENT

                                                     Maximum Aggregate
              Fund                                        Fee Rate*         Plan Calculation Date
              ----                                        ---------         ---------------------
AIM COUNSELOR SERIES TRUST
AIM Advantage Health Sciences Fund A Shares                   0.25(1)       May 15, 2001
AIM Multi-Sector Fund A Shares                                0.25(1)       August 30, 2002

AIM SECTOR FUNDS
AIM Energy Fund A Shares                                      0.25(1)       March 29, 2002
AIM Financial Services Fund A Shares                          0.25(1)       March 29, 2002
AIM Gold & Precious Metals Fund A Shares                      0.25(1)       March 29, 2002
AIM Leisure Fund A Shares                                     0.25(1)       March 29, 2002
AIM Technology Fund A Shares                                  0.25(1)       March 29, 2002
AIM Utilities Fund A Shares                                   0.25(5)       March 29, 2002

AIM STOCK FUNDS
AIM Dynamics Fund A Shares                                    0.25(1)       March 29, 2002
AIM Small Company Growth Fund A Shares                        0.25(1)       March 29, 2002


* Of this amount, 0.25% is paid as a shareholder servicing fee and the remainder is paid as an asset based sales charge, as these terms are defined under the rules of the NASD, Inc.

(5) Effective July 10, 2003, this fee rate was reduced from 0.35% to 0.25%.

6

SEVENTH 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 A3 Shares -- shall mean those Shares designated as Class A3 Shares in the Fund's organizing documents.

(h) Class B Shares -- shall mean those Shares designated as Class B Shares in the Fund's organizing documents.

(i) Class C Shares -- shall mean those Shares designated as Class C Shares in the Fund's organizing documents.

(j) Class K Shares -- shall mean those Shares designated as Class K Shares in the Fund's organizing documents.

(k) Class P Shares -- shall mean those Shares designated as Class P Shares in the Fund's organizing documents.

(l) Class R Shares -- shall mean those Shares designated as Class R Shares in the Fund's organizing documents.

(m) Distribution Expenses -- expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto.

(n) Distribution Fee -- a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses.


(o) Distributor -- A I M Distributors, Inc. or Fund Management Company, as applicable.

(p) Fund -- those investment companies advised by A I M Advisors, Inc. which have adopted this Plan.

(q) Institutional Class Shares -- shall mean those Shares designated as Institutional Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by A I M Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus.

(r) Institutional Money Market Fund Shares -- shall mean those Shares designated as Cash Management Class Shares, Corporate Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares, Resource Class Shares and Sweep Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by Fund Management Company that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus.

(s) Investor Class Shares -- shall mean those Shares designated as Investor Class Shares in the Fund's organizing documents.

(t) 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.

(u) Portfolio -- a series of the Shares of a Fund constituting a separate investment portfolio of the Fund.

(v) Prospectus -- the then currently effective prospectus and statement of additional information of a Portfolio.

(w) Service Fee -- a fee paid to the Distributor and/or financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts.

(x) Share -- a share of common stock or beneficial interest in a Fund, as applicable.

(y) Trustees -- the directors or trustees of a Fund.

3. Allocation of Income and Expenses.

(a) Distribution Fees and Service Fees -- Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class.

2

(b) Transfer Agency and Shareholder Recordkeeping Fees -- Class P Shares -- The Class P Shares shall bear directly the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class.

(c) Transfer Agency and Shareholder Recordkeeping Fees -- Institutional Class Shares -- The Institutional Class Shares shall bear directly the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class.

(d) Transfer Agency and Shareholder Recordkeeping Fees -- All Shares except Class P Shares and Institutional Class Shares -- Each Class of Shares, except Class P Shares and Institutional Class Shares, shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such Class.

(e) Allocation of Other Expenses -- Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class.

(f) Allocation of Income, Gains and Losses -- Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares.

(g) Waiver of Fees and Reimbursement of Expenses -- A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse expenses of, a Class, to the extent that such fees and expenses are payable, or have been paid, to such provider, and have been allocated solely to that Class as a Class expense. Such provider may also waive fees payable, or reimburse expenses paid, by all Classes in a Portfolio to the extent such fees and expenses have been allocated to such Classes in accordance with relative net assets.

4. Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Prospectus describing the distribution and servicing arrangements are incorporated herein by this reference.

(a) AIM Cash Reserve Shares. AIM Cash Reserve Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(b) Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth

3

in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(c) Class A3 Shares. Class A3 Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(d) Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in
Section 5(c), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and (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 Prospectus.

Class B Shares of AIM Global Trends Fund 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 Prospectus.

Class B Shares of AIM Money Market Fund will convert to AIM Cash Reserve Shares of AIM Money Market Fund.

(e) Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in
Section 5(d), and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(f) Class K Shares. Class K Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in
Section 5(e), and (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(g) Class P Shares. Class P Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(h) Class R Shares. Class R Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in
Section 5(f), and (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(i) Institutional Class Shares. Institutional Class Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus.

4

(j) Institutional Money Market Fund Shares. Institutional Money Market Fund Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus.

(k) Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus.

5. CDSC. A CDSC shall be imposed upon redemptions of Class A Shares that do not incur a front-end sales charge, and of certain AIM Cash Reserve Shares, Class B Shares, Class C Shares and Class R Shares as follows:

(a) AIM Cash Reserve Shares. AIM Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus.

(b) Class A Shares. The CDSC Period for Class A Shares shall be the period set forth in the Fund's Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Prospectus.

(c) Class B Shares. The CDSC Period for the Class B Shares shall be six years. The CDSC rate for the Class B Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference.

(d) Class C Shares. The CDSC Period for the Class C Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class C Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

(e) Class K Shares. The CDSC Period for the Class K Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class K Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

(f) Class R Shares. The CDSC Period for the Class R Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class R Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

5

(g) Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act.

(h) Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Prospectus and, for the Class A Shares and AIM Cash Reserve Shares, as allowed under Rule 6c-10 under the Act.

(i) CDSC Computation. The CDSC payable upon redemption of AIM Cash Reserve Shares, Class A Shares, Class B Shares, Class C Shares, and Class R Shares subject to a CDSC shall be computed in the manner described in the Prospectus.

6. Exchange Privileges. Exchanges of Shares, except for Institutional Money Market Fund Shares, shall be permitted between Funds as follows:

(a) Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus.

(b) Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus.

(c) Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus.

7. Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution and/or agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act.

6

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 Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund as constituted prior to the amendment.

9. Effective Date. This Plan shall not take effect until a majority of the Trustees of a Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole.

10. Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 9 above.

11. Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act, including but not limited to Rule 18f-3, Rule 6c-10 (with respect to the imposition of CDSCs upon the redemption of Shares) and Rule 11a-3 (with respect to exchange privileges among Shares).

Effective December 12, 2001, as amended and restated March 4, 2002, as further amended and restated October 31, 2002, as further amended and restated effective July 21, 2003, as further amended and restated effective August 18, 2003, as further amended and restated May 12, 2004, as further amended and restated February 25, 2005, and as further amended and restated June 30, 2005.

7

EIGHTH 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 A3 Shares -- shall mean those Shares designated as Class A3 Shares in the Fund's organizing documents.

(h) Class B Shares -- shall mean those Shares designated as Class B Shares in the Fund's organizing documents.

(i) Class C Shares -- shall mean those Shares designated as Class C Shares in the Fund's organizing documents.

(j) Class K Shares -- shall mean those Shares designated as Class K Shares in the Fund's organizing documents.

(k) Class P Shares -- shall mean those Shares designated as Class P Shares in the Fund's organizing documents.

(l) Class R Shares -- shall mean those Shares designated as Class R Shares in the Fund's organizing documents.

(m) Distribution Expenses -- expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto.

(n) Distribution Fee -- a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses.


(o) Distributor -- A I M Distributors, Inc. or Fund Management Company, as applicable.

(p) Fund -- those investment companies advised by A I M Advisors, Inc. which have adopted this Plan.

(q) Institutional Class Shares -- shall mean those Shares designated as Institutional Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by A I M Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus.

(r) Institutional Money Market Fund Shares -- shall mean those Shares designated as Cash Management Class Shares, Corporate Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares, Resource Class Shares and Sweep Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by Fund Management Company that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus.

(s) Investor Class Shares -- shall mean those Shares designated as Investor Class Shares in the Fund's organizing documents.

(t) 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.

(u) Portfolio -- a series of the Shares of a Fund constituting a separate investment portfolio of the Fund.

(v) Prospectus -- the then currently effective prospectus and statement of additional information of a Portfolio.

(w) Service Fee -- a fee paid to the Distributor and/or financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts.

(x) Share -- a share of common stock or beneficial interest in a Fund, as applicable.

(y) Trustees -- the directors or trustees of a Fund.

3. Allocation of Income and Expenses.

(a) Distribution Fees and Service Fees -- Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class.

2

(b) Transfer Agency and Shareholder Recordkeeping Fees -- Class P Shares -- The Class P Shares shall bear directly the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class.

(c) Transfer Agency and Shareholder Recordkeeping Fees -- Institutional Class Shares -- The Institutional Class Shares shall bear directly the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class.

(d) Transfer Agency and Shareholder Recordkeeping Fees -- All Shares except Class P Shares and Institutional Class Shares -- Each Class of Shares, except Class P Shares and Institutional Class Shares, shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such Class.

(e) Allocation of Other Expenses -- Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class.

(f) Allocation of Income, Gains and Losses -- Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares.

(g) Waiver of Fees and Reimbursement of Expenses -- A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse expenses of, a Class, to the extent that such fees and expenses are payable, or have been paid, to such provider, and have been allocated solely to that Class as a Class expense. Such provider may also waive fees payable, or reimburse expenses paid, by all Classes in a Portfolio to the extent such fees and expenses have been allocated to such Classes in accordance with relative net assets.

4. Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Prospectus describing the distribution and servicing arrangements are incorporated herein by this reference.

(a) AIM Cash Reserve Shares. AIM Cash Reserve Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(b) Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth

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in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(c) Class A3 Shares. Class A3 Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(d) Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in
Section 5(c), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and (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 Prospectus.

Class B Shares of AIM Global Equity Fund (formerly AIM Global Trends Fund) acquired prior to June 1, 1998 which are continuously held in AIM Global Equity 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 Prospectus.

Class B Shares of AIM Money Market Fund will convert to AIM Cash Reserve Shares of AIM Money Market Fund.

(e) Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in
Section 5(d) if so provided in the Prospectus, and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(f) Class K Shares. Class K Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in
Section 5(e), (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and (iv) converted (the "Class K Conversion") to Class A Shares on October 21 2005 at 5:00 p.m. Eastern time, or such later date and time as the officers of the Trust shall determine (the "Effective Time").

(g) Class P Shares. Class P Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(h) Class R Shares. Class R Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in
Section 5(f), and (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

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(i) Institutional Class Shares. Institutional Class Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus.

(j) Institutional Money Market Fund Shares. Institutional Money Market Fund Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus.

(k) Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus.

5. CDSC. A CDSC shall be imposed upon redemptions of Class A Shares that do not incur a front-end sales charge, and of certain AIM Cash Reserve Shares, Class B Shares, Class C Shares, Class K and Class R Shares as follows:

(a) AIM Cash Reserve Shares. AIM Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus.

(b) Class A Shares. The CDSC Period for Class A Shares that are subject to a CDSC shall be the period set forth in the Fund's Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Prospectus.

(c) Class B Shares. The CDSC Period for the Class B Shares shall be six years. The CDSC rate for the Class B Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference.

(d) Class C Shares. The CDSC Period for the Class C Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class C Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

(e) Class K Shares. The CDSC Period for the Class K Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class K Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

(f) Class R Shares. The CDSC Period for the Class R Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class R Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

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(g) Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act.

(h) Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Prospectus and, for the Class A Shares and AIM Cash Reserve Shares, as allowed under Rule 6c-10 under the Act.

(i) CDSC Computation. The CDSC payable upon redemption of AIM Cash Reserve Shares, Class A Shares, Class B Shares, Class C Shares, Class K and Class R Shares subject to a CDSC shall be computed in the manner described in the Prospectus.

6. Exchange Privileges. Exchanges of Shares, except for Institutional Money Market Fund Shares, shall be permitted between Funds as follows:

(a) Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus.

(b) Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus.

(c) Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus.

7. Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution and/or agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act.

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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 Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund as constituted prior to the amendment.

9. Conversion of Class K Shares.

(a) Conversions on Basis of Relative Net Asset Value -- The Class K Conversion shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge.

(b) Amendments to Plan of Distribution for Class A Shares -- If, prior to the Effective Time, 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 K Shares shall convert into Class A Shares of that Fund until the holders of Class K Shares of that Fund have also approved the proposed amendment. If the holders of such Class K Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund as constituted prior to the amendment.

10. Effective Date. This Plan shall not take effect until a majority of the Trustees of a Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole.

11. Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 10 above.

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12. Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act, including but not limited to Rule 18f-3, Rule 6c-10 (with respect to the imposition of CDSCs upon the redemption of Shares) and Rule 11a-3 (with respect to exchange privileges among Shares).

Effective December 12, 2001, as amended and restated March 4, 2002, as further amended and restated October 31, 2002, as further amended and restated effective July 21, 2003, as further amended and restated effective August 18, 2003, as further amended and restated May 12, 2004, as further amended and restated February 25, 2005, as further amended and restated June 30, 2005 and as further amended and restated August 4, 2005.

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