As filed with the Securities and Exchange Commission on April 26, 2007

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. 66                                         [X]

and/or

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [X]

Amendment No. 62

(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

John M. Zerr

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

Copy to:

Stephen R. Rimes, 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

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)

[X] on May 1, 2007 pursuant to paragraph (b)

[ ] 60 days after filing pursuant to paragraph (a)(1)

[ ] on (date) pursuant to paragraph (a)(1)

[ ] 75 days after filing pursuant to paragraph (a)(2)

[ ] on (date) pursuant to paragraph (a)(2)

If appropriate, check the following box:

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


AIM BASIC VALUE FUND

PROSPECTUS

MAY 1, 2007

AIM Basic Value Fund's investment objective is 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 BASIC VALUE FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Returns                                 1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4
------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
------------------------------------------------------
Objective and Strategies                             5
Risks                                                5
DISCLOSURE OF PORTFOLIO HOLDINGS                     6
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FUND MANAGEMENT                                      6
------------------------------------------------------
The Advisor                                          6
Advisor Compensation                                 7
Portfolio Manager(s)                                 7
OTHER INFORMATION                                    7
------------------------------------------------------
Sales Charges                                        7
Dividends and Distributions                          7
FINANCIAL HIGHLIGHTS                                 8
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM BASIC VALUE FUND

RISK/RETURN SUMMARY

The fund's investment objective is long-term growth of capital.

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 in excess of $5 billion. In selecting securities for the fund's portfolio, the portfolio managers seek to invest in companies with market prices that the portfolio managers believe are significantly below the portfolio managers' estimates of intrinsic value. The fund may also invest up to 25% of its total assets in foreign securities.

Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are:

Market Risk                    Value Investing Risk
Equity Securities Risk         Foreign Securities Risk
Derivatives Risk               Management Risk
Leveraging Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURNS(1)

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

                                                                     ANNUAL
YEAR ENDED                                                           TOTAL
DECEMBER 31                                                         RETURNS
-----------                     --------------------------------------------------------------------------------
1997..........................                                        27.23%
1998..........................                                         7.02%
1999..........................                                        32.04%
2000..........................                                        20.25%
2001..........................                                         0.13%
2002..........................                                       -23.14%
2003..........................                                        33.76%
2004..........................                                        10.88%
2005..........................                                         5.55%
2006..........................                                        13.17%

(1) The fund's return during certain periods was positively impacted by its investments in initial public offerings (IPOs). There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the funds performance, please see the "Financial Highlights" section of this prospectus.

The Class A shares' year-to-date total return as of March 31, 2007 is 0.46%.

During the periods shown in the bar chart, the highest quarterly return was 21.10% (quarter ended June 30, 1999) and the lowest quarterly return was -20.82% (quarter ended September 30, 2002).

1


AIM BASIC VALUE FUND

PERFORMANCE INFORMATION (CONTINUED)

PERFORMANCE TABLE

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

AVERAGE ANNUAL TOTAL RETURNS(1)
-----------------------------------------------------------------------------------------
(for the periods ended                                            SINCE         INCEPTION
December 31, 2006)              1 YEAR     5 YEARS    10 YEARS   INCEPTION(2)     DATE
-----------------------------------------------------------------------------------------
Class A                                                                         10/18/95
  Return Before Taxes             6.95%      5.17%     10.79%          --
  Return After Taxes on
     Distributions                6.07       5.00      10.25           --
  Return After Taxes on
     Distributions and Sale of
     Fund Shares                  5.69       4.46       9.31           --
Class B                                                                         10/18/95
  Return Before Taxes             7.33       5.33      10.84           --
Class C                                                                         05/03/99
  Return Before Taxes            11.37       5.65         --         7.43%
Class R(3)                                                                      10/18/95(3)
  Return Before Taxes            12.91       6.17      11.23           --
-----------------------------------------------------------------------------------------
S&P 500--Registered
  Trademark-- Index(4)           15.78       6.19       8.42           --
Russell 1000--Registered
  Trademark-- Value Index(4,5)   22.25      10.86      11.00           --
Lipper Large-Cap Value Funds
  Index(4,6)                     18.28       7.67       8.54           --
-----------------------------------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C and R shares will vary.

(1) The fund's return during certain periods was positively impacted by its investments in IPOs. There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus.

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

(3) The return shown for the one year period is the historical return of the fund's Class R shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for 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 fund's Class A shares. The inception date of the fund's Class R shares is June 3, 2002.

(4) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Russell 1000 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 Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(5) The Russell 1000 Value Index measures the performance of those Russell 1000--Registered Trademark-- Index companies with the lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Index is comprised of 1,000 of the largest capitalized U.S. domiciled companies whose common stock is traded in the United States. This index makes up the largest 1,000 stocks of the Russell 3000 universe. The Russell 3000 Index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market.

(6) The Lipper Large-Cap Value Funds Index is an equally weighted representation of the 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. The SuperComposite 1500 Index is a market cap weighted index made up of 1500 liquid securities of companies with market capitalizations of $300 million and above, and represents the small-, mid-, and large-cap markets. Large-Cap Value funds typically have a below-average price-to-earnings ratio, price-to-book ratio, and a three year sales-per-share growth value, compared to the S&P 500 Index.

2


AIM BASIC VALUE FUND

FEE TABLE AND EXPENSE EXAMPLE

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

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

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

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                          CLASS A   CLASS B   CLASS C   CLASS R
--------------------------------------------------------------------------------
Management Fees                             0.66%     0.66%     0.66%     0.66%

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

Other Expenses                              0.29      0.29      0.29      0.29

Acquired Fund Fees and Expenses             0.00      0.00      0.00      0.00

Total Annual Fund
Operating Expenses                          1.20      1.95      1.95      1.45
Fee Waiver(3)                               0.05      0.05      0.05      0.05
Net Annual Fund
Operating Expenses                          1.15      1.90      1.90      1.40
--------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)."

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

(3) Through December 31, 2012, the advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by the fund do not exceed a specified maximum annual advisory fee rate, which fee rate includes breakpoints and is based upon net asset levels. The fund's maximum annual advisory fee rate ranges from 0.695% (for average net assets up to $250 million) to 0.52% (for average net assets over $10 billion).

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

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

EXPENSE EXAMPLE

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

The expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $661     $895     $1,148     $1,896
Class B                                      693      897      1,226      2,052(1)
Class C                                      293      597      1,026      2,247
Class R                                      143      443        766      1,706
--------------------------------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $661     $895     $1,148     $1,896
Class B                                      193      597      1,026      2,052(1)
Class C                                      193      597      1,026      2,247
Class R                                      143      443        766      1,706
--------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM BASIC VALUE FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.15%        1.15%        1.15%        1.15%        1.15%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                        (1.86%)       1.92%        5.84%        9.92%       14.15%
End of Year Balance           $ 9,813.83   $10,191.66   $10,584.04   $10,991.52   $11,414.70
Estimated Annual Expenses     $   660.77   $   115.03   $   119.46   $   124.06   $   128.84
--------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
Annual Expense Ratio(1)            1.15%        1.20%        1.20%        1.20%        1.20%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        18.54%       23.05%       27.72%       32.58%       37.61%
End of Year Balance           $11,854.16   $12,304.62   $12,772.19   $13,257.54   $13,761.32
Estimated Annual Expenses     $   133.80   $   144.95   $   150.46   $   156.18   $   162.11
--------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.15%        1.15%        1.15%        1.15%        1.15%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.85%        7.85%       12.00%       16.31%       20.79%
End of Year Balance           $10,385.00   $10,784.82   $11,200.04   $11,631.24   $12,079.04
Estimated Annual Expenses     $   117.21   $   121.73   $   126.41   $   131.28   $   136.33
--------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.15%        1.20%        1.20%        1.20%        1.20%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        25.44%       30.21%       35.16%       40.29%       45.62%
End of Year Balance           $12,544.09   $13,020.76   $13,515.55   $14,029.14   $14,562.25
Estimated Annual Expenses     $   141.58   $   153.39   $   159.22   $   165.27   $   171.55
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.90%        1.90%        1.90%        1.90%        1.90%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.10%        6.30%        9.59%       12.99%       16.49%
End of Year Balance           $10,310.00   $10,629.61   $10,959.13   $11,298.86   $11,649.13
Estimated Annual Expenses     $   192.95   $   198.93   $   205.09   $   211.45   $   218.01
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.90%        1.95%        1.95%        1.20%        1.20%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        20.10%       23.77%       27.54%       32.39%       37.42%
End of Year Balance           $12,010.25   $12,376.56   $12,754.05   $13,238.70   $13,741.77
Estimated Annual Expenses     $   224.76   $   237.77   $   245.02   $   155.96   $   161.88
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.90%        1.90%        1.90%        1.90%        1.90%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.10%        6.30%        9.59%       12.99%       16.49%
End of Year Balance           $10,310.00   $10,629.61   $10,959.13   $11,298.86   $11,649.13
Estimated Annual Expenses     $   192.95   $   198.93   $   205.09   $   211.45   $   218.01
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.90%        1.95%        1.95%        1.95%        1.95%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        20.10%       23.77%       27.54%       31.43%       35.44%
End of Year Balance           $12,010.25   $12,376.56   $12,754.05   $13,143.04   $13,543.91
Estimated Annual Expenses     $   224.76   $   237.77   $   245.02   $   252.50   $   260.20
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.40%        1.40%        1.40%        1.40%        1.40%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.60%        7.33%       11.19%       15.20%       19.34%
End of Year Balance           $10,360.00   $10,732.96   $11,119.35   $11,519.64   $11,934.35
Estimated Annual Expenses     $   142.52   $   147.65   $   152.97   $   158.47   $   164.18
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.40%        1.45%        1.45%        1.45%        1.45%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        23.64%       28.03%       32.57%       37.28%       42.15%
End of Year Balance           $12,363.99   $12,802.91   $13,257.41   $13,728.05   $14,215.40
Estimated Annual Expenses     $   170.09   $   182.46   $   188.94   $   195.64   $   202.59
--------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM BASIC VALUE FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

OBJECTIVE AND STRATEGIES

The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet this objective by investing, normally, at least 65% of its total assets in equity securities of U.S. issuers that have market capitalizations in excess of $5 billion. In complying with the fund's 65% investment requirement, the fund will invest primarily in marketable equity securities the managers believe have the potential for capital growth, and its investments may include synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to the fund's direct investments. Synthetic and derivative instruments that the fund may invest in include futures contracts, option contracts, and equity linked derivatives. Synthetic and derivative instruments may have the effect of leveraging the fund's portfolio.

In selecting securities, the portfolio managers emphasize the following characteristics, although not all investments will have these attributes:

- Buy businesses trading at a significant discount to portfolio managers' estimate of intrinsic value. A company's market price must generally offer 50% appreciation potential to estimated intrinsic value over a 2 to 3 year time period.

- Emphasize quality businesses with potential to grow intrinsic value over time. We seek established companies which we believe have solid growth prospects, the ability to earn an attractive return on invested capital and a management team that exhibits intelligent capital allocation skills.

We estimate a company's intrinsic value primarily by taking the present value of projected future free cash flows (i.e. the excess cash generated by the business after considering all cash inflows and outflows to operate the business). We believe this intrinsic value represents the fair economic worth of the business and a value that an informed buyer would pay to acquire the entire company for cash. We check this valuation method with long-run absolute valuation characteristics (including price-to-earnings ratio and price-to-book value ratio) adjusted for the prevailing inflation and interest rate environment.

The portfolio managers will consider selling a security to capitalize on a more attractive investment opportunity, if a security is trading significantly above the portfolio managers' estimate of intrinsic value or if there is a permanent, fundamental deterioration in business prospects that results in inadequate upside potential to estimated intrinsic value.

The fund managers seek to achieve strong long-term performance by constructing a diversified portfolio of typically 40-60 stocks that offers value content greater than the broad market, as measured by the portfolio's aggregate discount to the portfolio managers' estimated intrinsic value of the portfolio. The investment process is fundamental in nature and focused on individual companies as opposed to macro economic forecasts or specific industry exposure. The portfolio construction process is intended to preserve and grow the estimated intrinsic value of the fund's portfolio rather than mirror the composition or sector weights of any benchmark.

The fund may also invest up to 25% of its total assets in foreign securities.

The fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The fund typically maintains a portion of its assets in cash, which is generally invested in money market funds advised by the fund's advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The amount of cash held by the fund may increase if the fund takes a temporary defensive position. The fund may take a temporary defensive position when it receives unusually large redemption requests or if there are inadequate investment opportunities due to adverse market, economic, political or other conditions. A larger amount of cash could negatively affect the fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of the fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

RISKS

The principal risks of investing in the fund are:

- Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Value Investing Risk--Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be currently out-of-favor with many investors and can continue to be undervalued for long periods of time and may not ever realize their full value.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity.

- Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those

5


AIM BASIC VALUE FUND

applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If the fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause the fund to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results.

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT

THE ADVISOR

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

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

On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlement. 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.

6


AIM BASIC VALUE FUND

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2006, the advisor received compensation of 0.61% of average daily net assets after fee waivers.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

PORTFOLIO MANAGER(S)

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

- Bret W. Stanley (lead manager), Senior Portfolio Manager, who has been responsible for the fund since 1998 and has been associated with the advisor and/or its affiliates since 1998. As the lead manager, Mr. Stanley generally has final authority over all aspects of the fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which Mr. Stanley may perform these functions, and the nature of these functions, may change from time to time.

- R. Canon Coleman II, Portfolio Manager, who has been responsible for the fund since 2003 and has been associated with the advisor and/or its affiliates since 1999.

- Matthew W. Seinsheimer, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1998.

- Michael J. Simon, Senior Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 2001.

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

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

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Basic Value Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

DIVIDENDS AND DISTRIBUTIONS

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

DIVIDENDS

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

CAPITAL GAINS DISTRIBUTIONS

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

7


AIM BASIC VALUE FUND

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

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

                                                                          CLASS A
                                          ------------------------------------------------------------------------
                                                                  YEAR ENDED DECEMBER 31,
                                          ------------------------------------------------------------------------
                                             2006             2005          2004          2003             2002
                                          ----------       ----------    ----------    ----------       ----------
Net asset value, beginning of period      $    34.22       $    32.42    $    29.24    $    21.86       $    28.44
------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                  0.14             0.06         (0.03)        (0.06)           (0.04)(a)
------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both
    realized and unrealized)                    4.38             1.74          3.21          7.44            (6.54)
==================================================================================================================
    Total from investment operations            4.52             1.80          3.18          7.38            (6.58)
==================================================================================================================
Less distributions:
  Dividends from net investment income         (0.03)              --            --            --            (0.00)
------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains        (2.10)              --            --            --            (0.00)
==================================================================================================================
    Total distributions                        (2.13)              --            --            --            (0.00)
==================================================================================================================
Net asset value, end of period            $    36.61       $    34.22    $    32.42    $    29.24       $    21.86
__________________________________________________________________________________________________________________
==================================================================================================================
Total return(b)                                13.20%            5.55%        10.88%        33.76%          (23.14)%
__________________________________________________________________________________________________________________
==================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)  $3,173,899       $3,682,420    $4,480,701    $3,812,300       $2,534,964
__________________________________________________________________________________________________________________
==================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense
    reimbursements                              1.15%(c)         1.19%         1.29%         1.34%            1.33%
------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense
    reimbursements                              1.20%(c)         1.25%         1.31%         1.34%            1.33%
==================================================================================================================
Ratio of net investment income (loss) to
  average net assets                            0.36%(c)         0.15%        (0.11)%       (0.28)%          (0.17)%
__________________________________________________________________________________________________________________
==================================================================================================================
Portfolio turnover rate                           14%              12%           15%           20%              30%
__________________________________________________________________________________________________________________
==================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $3,426,991,269.

8


AIM BASIC VALUE FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                         CLASS B
                                         ------------------------------------------------------------------------
                                                                 YEAR ENDED DECEMBER 31,
                                         ------------------------------------------------------------------------
                                            2006             2005          2004          2003             2002
                                         ----------       ----------    ----------    ----------       ----------
Net asset value, beginning of period     $    32.09       $    30.62    $    27.80    $    20.91       $    27.38
-----------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                (0.14)           (0.19)        (0.23)        (0.21)           (0.20)(a)
-----------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities
    (both realized and unrealized)             4.10             1.66          3.05          7.10            (6.27)
=================================================================================================================
    Total from investment operations           3.96             1.47          2.82          6.89            (6.47)
=================================================================================================================
Less distributions from net realized
  gains                                       (2.10)              --            --            --            (0.00)
=================================================================================================================
Net asset value, end of period           $    33.95       $    32.09    $    30.62    $    27.80       $    20.91
_________________________________________________________________________________________________________________
=================================================================================================================
Total return(b)                               12.33%            4.80%        10.14%        32.95%          (23.63)%
_________________________________________________________________________________________________________________
=================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s
  omitted)                               $1,436,084       $1,682,608    $1,985,690    $1,946,590       $1,498,499
_________________________________________________________________________________________________________________
=================================================================================================================
Ratio of expenses to average net
  assets:
  With fee waivers and/or expense
    reimbursements                             1.90%(c)         1.89%         1.94%         1.99%            1.98%
-----------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense
    reimbursements                             1.95%(c)         1.95%         1.96%         1.99%            1.98%
=================================================================================================================
Ratio of net investment income (loss)
  to average net assets                       (0.39)%(c)       (0.55)%       (0.76)%       (0.93)%          (0.82)%
_________________________________________________________________________________________________________________
=================================================================================================================
Portfolio turnover rate                          14%              12%           15%           20%              30%
_________________________________________________________________________________________________________________
=================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $1,533,269,949.

                                                                                      CLASS C
                                                              --------------------------------------------------------
                                                                              YEAR ENDED DECEMBER 31,
                                                              --------------------------------------------------------
                                                                2006        2005        2004        2003        2002
                                                              --------    --------    --------    --------    --------
Net asset value, beginning of period                          $  32.08    $  30.61    $  27.79    $  20.91    $  27.38
----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   (0.14)      (0.19)      (0.23)      (0.21)      (0.20)(a)
----------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   4.11        1.66        3.05        7.09       (6.27)
======================================================================================================================
    Total from investment operations                              3.97        1.47        2.82        6.88       (6.47)
======================================================================================================================
Less distributions from net realized gains                       (2.10)         --          --          --       (0.00)
======================================================================================================================
Net asset value, end of period                                $  33.95    $  32.08    $  30.61    $  27.79    $  20.91
______________________________________________________________________________________________________________________
======================================================================================================================
Total return(b)                                                  12.37%       4.80%      10.15%      32.90%     (23.63)%
______________________________________________________________________________________________________________________
======================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $508,775    $566,685    $681,234    $667,412    $518,575
______________________________________________________________________________________________________________________
======================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                  1.90%(c)     1.89%      1.94%       1.99%       1.98%
----------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements               1.95%(c)     1.95%      1.96%       1.99%       1.98%
======================================================================================================================
Ratio of net investment income (loss) to average net assets      (0.39)%(c)    (0.55)%    (0.76)%    (0.93)%     (0.82)%
______________________________________________________________________________________________________________________
======================================================================================================================
Portfolio turnover rate                                             14%         12%         15%         20%         30%
______________________________________________________________________________________________________________________
======================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $530,619,405.

9


AIM BASIC VALUE FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                         CLASS R
                                                              --------------------------------------------------------------
                                                                                                               JUNE 3, 2002
                                                                                                                (DATE SALES
                                                                         YEAR ENDED DECEMBER 31,               COMMENCED) TO
                                                              ---------------------------------------------    DECEMBER 31,
                                                               2006            2005       2004       2003          2002
                                                              -------         -------    -------    -------    -------------
Net asset value, beginning of period                          $ 34.00         $ 32.28    $ 29.16    $ 21.84       $ 27.54
----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   0.03           (0.02)     (0.06)     (0.06)        (0.05)(a)
----------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  4.36            1.74       3.18       7.38         (5.65)
============================================================================================================================
    Total from investment operations                             4.39            1.72       3.12       7.32         (5.70)
============================================================================================================================
Less distributions from net realized gains                      (2.10)             --         --         --            --
============================================================================================================================
Net asset value, end of period                                $ 36.29         $ 34.00    $ 32.28    $ 29.16       $ 21.84
____________________________________________________________________________________________________________________________
============================================================================================================================
Total return(b)                                                 12.91%           5.33%     10.70%     33.52%       (20.70)%
____________________________________________________________________________________________________________________________
============================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $55,718         $33,049    $29,245    $12,097       $ 1,421
____________________________________________________________________________________________________________________________
============================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                 1.40%(c)        1.39%      1.44%      1.49%         1.54%(d)
----------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements              1.45%(c)        1.45%      1.46%      1.49%         1.54%(d)
============================================================================================================================
Ratio of net investment income (loss) to average net assets      0.11%(c)       (0.05)%    (0.26)%    (0.43)%       (0.37)%(d)
____________________________________________________________________________________________________________________________
============================================================================================================================
Portfolio turnover rate(e)                                         14%             12%        15%        20%           30%
____________________________________________________________________________________________________________________________
============================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on daily net assets of $39,773,264.

(d) Annualized.

(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

10


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

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THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

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THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

MCF--04/07

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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THE AIM FUNDS

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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THE AIM FUNDS

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

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THE AIM FUNDS

and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

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THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

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THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

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A-14

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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Basic Value Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     BVA-PRO-1

                                    [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                                AIM CONSERVATIVE ALLOCATION FUND
                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM Conservative Allocation Fund's investment objective is to provide total return consistent with a lower level of risk relative to the broad stock market.


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 CONSERVATIVE ALLOCATION FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------

PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Returns                                 1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4

------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
------------------------------------------------------
Objective and Strategies                             5
Risks                                                5
DISCLOSURE OF PORTFOLIO HOLDINGS                     8
------------------------------------------------------

FUND MANAGEMENT                                      8
------------------------------------------------------
The Advisor                                          8
Advisor Compensation                                 9
Portfolio Manager(s)                                 9
OTHER INFORMATION                                   10
------------------------------------------------------
Sales Charges                                       10
Dividends and Distributions                         10
FINANCIAL HIGHLIGHTS                                10
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM CONSERVATIVE ALLOCATION FUND

RISK/RETURN SUMMARY

The fund's investment objective is to provide total return consistent with a lower level of risk relative to the broad stock market.

The fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a lower level of risk than the S&P 500 Index. The fund's target allocation is to invest 65% of its total assets in underlying funds that invest primarily in fixed-income securities, 25% of its total assets in underlying funds that invest primarily in equity securities, and 10% in cash or cash equivalents.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk             Active Trading Risk
Interest Rate Risk             Market Risk
High-Coupon U.S.               U.S. Government   Obligations Risk
  Government Agency
  Mortgage-Backed              Foreign Securities Risk
  Securities Risk
Mortgage- and Asset-Backed     Equity Securities Risk
  Securities Risk
Convertible Securities Risk    Repurchase Agreement   Risk
Derivatives Risk               Money Market Fund Risk
Value Investing Risk           Management Risk
Growth Investing Risk          Currency/Exchange Rate   Risk
High Yield Risk                Non-Diversification Risk
Credit Risk                    Municipal Securities Risk
Concentration Risk             Dollar Roll Transaction
                                 Risk
Leveraging Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

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. 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.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURNS

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
-----------                                                              -------
2005...................................................................    3.44%
2006...................................................................    6.84%

The Class A shares' year-to-date total return as of March 31, 2007 was 1.97%.

1


AIM CONSERVATIVE ALLOCATION FUND

During the periods shown in the bar chart, the highest quarterly return was 2.79% (quarter ended December 31, 2006) and the lowest quarterly return was -0.57% (quarter ended June 30, 2006).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payments 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
--------------------------------------------------------------------------------------------------------
                                                                               SINCE           INCEPTION
(for the periods ended December 31, 2006)                       1 YEAR        INCEPTION          DATE
--------------------------------------------------------------------------------------------------------
Class A                                                                                        04/30/04
  Return Before Taxes                                            0.92%           3.22%
  Return After Taxes on Distributions                           (0.29)           2.32
  Return After Taxes on Distributions and Sale of Fund
     Shares                                                      0.92            2.28
Class B                                                                                        04/30/04
  Return Before Taxes                                            1.14            3.63
Class C                                                                                        04/30/04
  Return Before Taxes                                            5.04            4.64
Class R                                                                                        04/30/04
  Return Before Taxes                                            6.60            5.18
--------------------------------------------------------------------------------------------------------
S&P 500--Registered Trademark-- Index(1)                        15.78           11.77(5)       04/30/04(5)
Custom Conservative Allocation Index(1,2)                        7.82            6.79(5)       04/30/04(5)
Lipper Mixed-Asset Target Allocation Conservative Funds
  Index(1,3)                                                     8.80            6.56(5)       04/30/04(5)
Lipper Income Funds Index(1,4)                                  10.44            8.11(5)       04/30/04(5)
--------------------------------------------------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C and R shares will vary.

(1) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Custom Conservative Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, two Lipper Peer Group Indices, the Lipper Mixed-Asset Target Allocation Conservative Funds Index and the Lipper Income Funds Index (both of which may or may not include the fund), are included for comparison to a peer group. Prior to the date of this prospectus, the fund was compared to the Lipper Income Funds Index; however, due to a reclassification of the fund by Lipper, the fund will now be compared to the Lipper Mixed-Asset Target Allocation Conservative Funds Index.

(2) The Custom Conservative Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocation of the fund. This index currently consists of the following indices: 22.5% Russell 3000--Registered Trademark-- Index, 2.5% MSCI EAFE--Registered Trademark-- Index, 65% Lehman Brothers U.S. Universal Index and 10% T-Bill 3 Month Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars. The T-Bill 3-Month Index is tracked by Lipper to provide performance for the 3-month U.S. Treasury Bill.

(3) The Lipper Mixed-Asset Target Allocation Conservative Funds Index is an equally weighted representation of the largest conservative funds that by portfolio practice maintain a mix of between 20% to 40% equity securities, with the remainder invested in bonds, cash and cash equivalents.

(4) The Lipper Income Funds Index is an unmanaged index that represents an average of the largest income funds tracked by Lipper Inc., an independent mutual fund performance monitor.

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

2


AIM CONSERVATIVE 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)    5.00%      1.00%      None(1)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                          CLASS A   CLASS B   CLASS C   CLASS R
--------------------------------------------------------------------------------
Management Fees                             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(3)                           0.47      0.47      0.47      0.47

Acquired Fund Fees and Expenses(4)          0.61      0.61      0.61      0.61

Total Annual Fund Operating Expenses        1.33      2.08      2.08      1.58

Fee Waiver(3)                               0.23      0.23      0.23      0.23

Net Annual Fund Operating Expenses          1.10      1.85      1.85      1.35

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

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

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

(3) The fund's advisor has contractually agreed to reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.23% on Class A, Class B, Class C and Class R shares. In determining the advisor's obligation to 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) dividend expense on short sales; (iv) taxes; (v) extraordinary items (vi) expenses related to a merger or reorganization, as approved by the fund's board of trustees; 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. These credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

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

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

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

The expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                                               1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------------------------------
Class A                                                         $656     $927     $1,218     $2,044
Class B                                                          688      930      1,298      2,200(1)
Class C                                                          288      630      1,098      2,392
Class R                                                          137      476        839      1,859
----------------------------------------------------------------------------------------------------

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

                                                               1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------------------------------
Class A                                                         $656     $927     $1,218     $2,044
Class B                                                          188      630      1,098      2,200(1)
Class C                                                          188      630      1,098      2,392
Class R                                                          137      476        839      1,859
----------------------------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM CONSERVATIVE ALLOCATION FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION


The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed and includes the estimated indirect expenses of the underlying funds;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                          YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.10%          1.33%          1.33%          1.33%          1.33%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses         (1.81%)         1.79%          5.52%          9.40%         13.41%
End of Year Balance                  $ 9,818.55     $10,178.89     $10,552.46     $10,939.73     $11,341.22
Estimated Annual Expenses            $   655.98     $   132.98     $   137.86     $   142.92     $   148.17
-----------------------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                          YEAR 6         YEAR 7         YEAR 8         YEAR 9        YEAR 10
Annual Expense Ratio(1)                   1.33%          1.33%          1.33%          1.33%          1.33%
Cumulative Return Before Expenses        34.01%         40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         17.57%         21.89%         26.36%         31.00%         35.81%
End of Year Balance                  $11,757.44     $12,188.94     $12,636.27     $13,100.03     $13,580.80
Estimated Annual Expenses            $   153.61     $   159.24     $   165.09     $   171.15     $   177.43
-----------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                          YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.10%          1.33%          1.33%          1.33%          1.33%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.90%          7.71%         11.67%         15.76%         20.01%
End of Year Balance                  $10,390.00     $10,771.31     $11,166.62     $11,576.44     $12,001.29
Estimated Annual Expenses            $   112.15     $   140.72     $   145.89     $   151.24     $   156.79
-----------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                          YEAR 6         YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.33%          1.33%          1.33%          1.33%          1.33%
Cumulative Return Before Expenses        34.01%         40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         24.42%         28.98%         33.72%         38.62%         43.71%
End of Year Balance                  $12,441.74     $12,898.35     $13,371.72     $13,862.46     $14,371.21
Estimated Annual Expenses            $   162.55     $   168.51     $   174.70     $   181.11     $   187.75
-----------------------------------------------------------------------------------------------------------

CLASS B(2)                             YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.85%          2.08%          2.08%          2.08%          2.08%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.15%          6.16%          9.26%         12.45%         15.74%
End of Year Balance                  $10,315.00     $10,616.20     $10,926.19     $11,245.24     $11,573.60
Estimated Annual Expenses            $   187.91     $   217.68     $   224.04     $   230.58     $   237.32
-----------------------------------------------------------------------------------------------------------

CLASS B(2)                             YEAR 6         YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.08%          2.08%          2.08%          1.33%          1.33%
Cumulative Return Before Expenses        34.01%         40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         19.12%         22.59%         26.17%         30.80%         35.60%
End of Year Balance                  $11,911.55     $12,259.36     $12,617.34     $13,080.39     $13,560.44
Estimated Annual Expenses            $   244.25     $   251.38     $   258.72     $   170.89     $   177.16
-----------------------------------------------------------------------------------------------------------

CLASS C(2)                             YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.85%          2.08%          2.08%          2.08%          2.08%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.15%          6.16%          9.26%         12.45%         15.74%
End of Year Balance                  $10,315.00     $10,616.20     $10,926.19     $11,245.24     $11,573.60
Estimated Annual Expenses            $   187.91     $   217.68     $   224.04     $   230.58     $   237.32
-----------------------------------------------------------------------------------------------------------

CLASS C(2)                             YEAR 6         YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.08%          2.08%          2.08%          2.08%          2.08%
Cumulative Return Before Expenses        34.01%         40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         19.12%         22.59%         26.17%         29.86%         33.65%
End of Year Balance                  $11,911.55     $12,259.36     $12,617.34     $12,985.76     $13,364.95
Estimated Annual Expenses            $   244.25     $   251.38     $   258.72     $   266.27     $   274.05
-----------------------------------------------------------------------------------------------------------

CLASS R                                YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.35%          1.58%          1.58%          1.58%          1.58%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.65%          7.19%         10.86%         14.65%         18.57%
End of Year Balance                  $10,365.00     $10,719.48     $11,086.09     $11,465.23     $11,857.34
Estimated Annual Expenses            $   137.46     $   166.57     $   172.26     $   178.16     $   184.25
-----------------------------------------------------------------------------------------------------------

CLASS R                                YEAR 6         YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.58%          1.58%          1.58%          1.58%          1.58%
Cumulative Return Before Expenses        34.01%         40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         22.63%         26.82%         31.16%         35.65%         40.28%
End of Year Balance                  $12,262.87     $12,682.26     $13,115.99     $13,564.56     $14,028.46
Estimated Annual Expenses            $   190.55     $   197.07     $   203.81     $   210.78     $   217.98
-----------------------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM CONSERVATIVE ALLOCATION FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

OBJECTIVE AND STRATEGIES

The fund's investment objective is to provide total return consistent with a lower level of risk relative to the broad stock market. The fund's investment objective 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 that has a lower level of risk than the S&P 500 Index. The fund's target allocation is to invest 65% of its total assets in underlying funds that invest primarily in fixed-income securities, 25% of its total assets in underlying funds that invest primarily in equity securities, and 10% in cash or cash equivalents. The fund may invest its cash allocation in cash equivalents including shares of affiliated money market funds and U.S. government securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

RISKS

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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.
Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors

5


AIM CONSERVATIVE ALLOCATION FUND

including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. 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 funds 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- and Asset-Backed Securities Risk--Certain of the underlying funds may invest in mortgage and asset-backed securities. These securities are subject to prepayment or call risk, which is the risk that payments from the borrower may be received earlier or later than expected due to changes in the rate at which the underlying loans are prepaid. Faster prepayments often happen when market interest rates are falling. As a result, an underlying fund may need to reinvest these early payments at lower interest rates, thereby reducing its income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the underlying loans to be outstanding for a longer time, which can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because

8


AIM CONSERVATIVE ALLOCATION FUND

leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

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

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Money Market Fund Risk--The investment in an underlying fund that is a money market 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. Although an underlying fund that is a money market fund seeks to preserve the value of an investment at $1.00 per share, it is possible to lose money by investing in the underlying money market fund. Additionally, an underlying money market fund's yield will vary as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

The following factors could reduce an underlying money market fund's income and/or share price.

- sharply rising or falling interest rates;

- downgrades of credit ratings or default of any of an underlying money market fund's holdings;

- the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking and financial services industries; or

- the risks generally associated with U.S. dollar-denominated foreign investments, including political and economic upheaval, seizure of nationalization of deposits, imposition of taxes or other restrictions on the payment of principal and interest.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

The loans in which an underlying fund may invest in are typically non-investment grade which involve a greater risk of default on interest and principal payments and of price changes due to the changes in the credit quality of the issuer.

The value of lower quality floating rate loans can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments. A significant portion of an underlying fund's floating rate investments may be issued in connection with highly leveraged transactions. These obligations are subject to greater credit risks, including a greater possibility of default or bankruptcy of the borrower.

9


AIM CONSERVATIVE ALLOCATION FUND

The terms of the senior secured floating rate loans in which an underlying fund typically invests require that collateral be maintained to support payment of the obligations. However, the value of the collateral may decline after the underlying fund invests. There is also a risk that the value of the collateral may not be sufficient to cover the amount owed to the underlying fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law or may be difficult to sell. In the event that a borrower defaults, the underlying fund's access to the collateral may be limited by bankruptcy or other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. As a result, the underlying fund may not receive payments to which it is entitled.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- Municipal Securities Risk--Certain of the underlying funds may invest in Municipal Securities. The value of, payment of interest and repayment of principal with respect to, and the ability of the underlying fund to sell, a municipal security may be affected by constitutional amendments, legislative enactments, executive orders, administrative regulations and voter initiatives as well as the economics of the regions in which the issuers in which the underlying fund invests are located. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security in which the fund invests is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a fair price.

- Concentration Risk--To the extent that an underlying fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the underlying fund's performance will depend to a greater extent on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT

THE ADVISOR

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

8


AIM CONSERVATIVE ALLOCATION FUND

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.

AIM Floating Rate Fund, one of the underlying funds, along with numerous unrelated funds and financial institutions, has been named as a defendant in two private civil lawsuits filed in the United States Bankruptcy Court, Southern District of New York. (Enron Corp. v. J.P. Morgan Securities, Inc., et al., Case No. 01-16034(AJG) and Adelphia Communications Corp. and its Affiliate Debtors in Possession and Official Committee of Unsecured Creditors of Adelphia v. Bank of America, individually and as Agent for various Banks Party to Credit Agreements, et al., Case No. 02-41729). These lawsuits seek, respectively, avoidance of certain payments made by Enron corp. and avoidance of certain loans of Adelphia Communications Corp. The Enron lawsuit alleges that payments made to AIM Floating Rate Fund and other creditors to prepay and/or redeem certain commercial paper prior to its maturity were preferential transfers. The amount sought to be recovered from AIM Floating Rate Fund in the Enron lawsuit is the aggregate amount of the repurchases of Enron's commercial paper from AIM Floating Rate Fund during the 90 days prior to the filing by Enron of a bankruptcy petition (approximately $10 million) plus interest and Enron's court costs. The Adelphia lawsuit alleges that the purchasers of Adelphia's bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders. The amount sought to be recovered from AIM Floating Rate Fund in the Adelphia lawsuit is not specified in such lawsuit. Adelphia has also filed a bankruptcy petition. Accordingly, any recoveries by the plaintiffs in these lawsuits may result in a corresponding claim against the respective bankruptcy estate, which may be paid in part through distributions under a plan of reorganization to the extent the claim is allowed under such plan.

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

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

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

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

PORTFOLIO MANAGER(S)

The fund is not actively managed, however, Gary K. Wendler, Director of Product Line Strategy and Investment Services 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 2004 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.

The fund's Statement of Additional Information provides additional information about the portfolio manager's investments in the fund, a description of his compensation structure, and information regarding other accounts he manages.

9


AIM CONSERVATIVE ALLOCATION FUND

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Conservative Allocation Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

                                                                                    CLASS A
                                                              ----------------------------------------------------
                                                                   YEAR ENDED                APRIL 30, 2004
                                                                  DECEMBER 31,         (DATE OPERATIONS COMMENCED)
                                                              ---------------------          TO DECEMBER 31,
                                                               2006          2005                 2004
                                                              -------       -------    ---------------------------
Net asset value, beginning of period                          $ 10.41       $ 10.32              $ 10.00
------------------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income                                           0.35(a)       0.25(a)              0.06
------------------------------------------------------------------------------------------------------------------
 Net gains on securities (both realized and unrealized)          0.36          0.11                 0.36
==================================================================================================================
   Total from investment operations                              0.71          0.36                 0.42
==================================================================================================================
Less distributions:
 Dividends from net investment income                           (0.33)        (0.21)               (0.10)
------------------------------------------------------------------------------------------------------------------
 Distributions from net realized gains                          (0.15)        (0.06)               (0.00)
==================================================================================================================
   Total distributions                                          (0.48)        (0.27)               (0.10)
==================================================================================================================
Net asset value, end of period                                $ 10.64       $ 10.41              $ 10.32
__________________________________________________________________________________________________________________
==================================================================================================================
Total return(b)                                                  6.84%         3.44%                4.19%
__________________________________________________________________________________________________________________
==================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $44,595       $35,981              $20,124
__________________________________________________________________________________________________________________
==================================================================================================================
Ratio of expenses to average net assets:
 With fee waivers and/or expense reimbursements                  0.49%(c)      0.50%                0.55%(d)
------------------------------------------------------------------------------------------------------------------
 Without fee waivers and/or expense reimbursements               0.72%(c)      0.91%                1.41%(d)
==================================================================================================================
Estimated acquired fund fees from underlying funds(e)            0.61%         0.60%                0.63%
==================================================================================================================
Ratio of net investment income to average net assets             3.32%(c)      2.36%                1.74%(d)
__________________________________________________________________________________________________________________
==================================================================================================================
Portfolio turnover rate(f)                                         34%           24%                   9%
__________________________________________________________________________________________________________________
==================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $39,824,381.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

10


AIM CONSERVATIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                               CLASS B
                                                              -----------------------------------------
                                                                                        APRIL 30, 2004
                                                                   YEAR ENDED          (DATE OPERATIONS
                                                                  DECEMBER 31,          COMMENCED) TO
                                                              ---------------------      DECEMBER 31,
                                                               2006          2005            2004
                                                              -------       -------    ----------------
Net asset value, beginning of period                          $ 10.36       $ 10.28        $ 10.00
-------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                          0.27(a)       0.17(a)        0.04
-------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)         0.37          0.11           0.32
=======================================================================================================
    Total from investment operations                             0.64          0.28           0.36
=======================================================================================================
Less distributions:
  Dividends from net investment income                          (0.26)        (0.14)         (0.08)
-------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                         (0.15)        (0.06)         (0.00)
=======================================================================================================
    Total distributions                                         (0.41)        (0.20)         (0.08)
=======================================================================================================
Net asset value, end of period                                $ 10.59       $ 10.36        $ 10.28
_______________________________________________________________________________________________________
=======================================================================================================
Total return(b)                                                  6.14%         2.76%          3.59%
_______________________________________________________________________________________________________
=======================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $20,482       $18,281        $10,436
_______________________________________________________________________________________________________
=======================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                 1.24%(c)      1.20%          1.20%(d)
-------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements              1.47%(c)      1.61%          2.06%(d)
=======================================================================================================
Estimated acquired fund fees from underlying funds(e)            0.61%         0.60%          0.63%
=======================================================================================================
Ratio of net investment income to average net assets             2.57%(c)      1.66%          1.09%(d)
_______________________________________________________________________________________________________
=======================================================================================================
Portfolio turnover rate(f)                                         34%           24%             9%
_______________________________________________________________________________________________________
=======================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $19,485,296.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

11


AIM CONSERVATIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                               CLASS C
                                                              -----------------------------------------
                                                                                        APRIL 30, 2004
                                                                   YEAR ENDED          (DATE OPERATIONS
                                                                  DECEMBER 31,          COMMENCED) TO
                                                              ---------------------      DECEMBER 31,
                                                               2006          2005            2004
                                                              -------       -------    ----------------
Net asset value, beginning of period                          $ 10.36       $ 10.28        $ 10.00
-------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                          0.27(a)       0.17(a)        0.04
-------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)         0.36          0.11           0.32
=======================================================================================================
    Total from investment operations                             0.63          0.28           0.36
=======================================================================================================
Less distributions:
  Dividends from net investment income                          (0.26)        (0.14)         (0.08)
-------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                         (0.15)        (0.06)         (0.00)
=======================================================================================================
    Total distributions                                         (0.41)        (0.20)         (0.08)
=======================================================================================================
Net asset value, end of period                                $ 10.58       $ 10.36        $ 10.28
_______________________________________________________________________________________________________
=======================================================================================================
Total return(b)                                                  6.04%         2.76%          3.59%
_______________________________________________________________________________________________________
=======================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $18,436       $13,726        $11,751
_______________________________________________________________________________________________________
=======================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                 1.24%(c)      1.20%          1.20%(d)
-------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements              1.47%(c)      1.61%          2.06%(d)
=======================================================================================================
Estimated acquired fund fees from underlying funds(e)            0.61%         0.60%          0.63%
=======================================================================================================
Ratio of net investment income to average net assets             2.57%(c)      1.66%          1.09%(d)
_______________________________________________________________________________________________________
=======================================================================================================
Portfolio turnover rate(f)                                         34%           24%             9%
_______________________________________________________________________________________________________
=======================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $16,392,467.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

12


AIM CONSERVATIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                              CLASS R
                                                              ---------------------------------------
                                                                                      APRIL 30, 2004
                                                                  YEAR ENDED         (DATE OPERATIONS
                                                                 DECEMBER 31,         COMMENCED) TO
                                                              -------------------      DECEMBER 31,
                                                               2006         2005           2004
                                                              ------       ------    ----------------
Net asset value, beginning of period                          $10.39       $10.31         $10.00
-----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         0.33(a)      0.22(a)        0.06
-----------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)        0.36         0.11           0.34
=====================================================================================================
    Total from investment operations                            0.69         0.33           0.40
=====================================================================================================
Less distributions:
  Dividends from net investment income                         (0.31)       (0.19)         (0.09)
-----------------------------------------------------------------------------------------------------
  Distributions from net realized gains                        (0.15)       (0.06)         (0.00)
=====================================================================================================
    Total distributions                                        (0.46)       (0.25)         (0.09)
=====================================================================================================
Net asset value, end of period                                $10.62       $10.39         $10.31
_____________________________________________________________________________________________________
=====================================================================================================
Total return(b)                                                 6.60%        3.18%          4.05%
_____________________________________________________________________________________________________
=====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $4,182       $3,584         $1,584
_____________________________________________________________________________________________________
=====================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                0.74%(c)     0.70%          0.70%(d)
-----------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements             0.97%(c)     1.11%          1.56%(d)
=====================================================================================================
Estimated acquired fund fees from underlying funds(e)           0.61%        0.60%          0.63%
=====================================================================================================
Ratio of net investment income to average net assets            3.07%(c)     2.16%          1.59%(d)
_____________________________________________________________________________________________________
=====================================================================================================
Portfolio turnover rate(f)                                        34%          24%             9%
_____________________________________________________________________________________________________
=====================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $3,913,034.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

13


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

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THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

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A-3


THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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A-4


THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

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and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

MCF--04/07

A-12


THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

MCF--04/07

A-13


THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

MCF--04/07

A-14

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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Conservative Allocation Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     CAL-PRO-1             [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                                          AIM GLOBAL EQUITY FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM Global Equity Fund's investment objective is 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

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Returns                                 1
Performance Table                                    2
------------------------------------------------------
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
------------------------------------------------------
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4
------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
------------------------------------------------------
Objective and Strategies                             5
Risks                                                5
------------------------------------------------------
DISCLOSURE OF PORTFOLIO HOLDINGS                     7
------------------------------------------------------
FUND MANAGEMENT                                      7
------------------------------------------------------
The Advisor                                          7
Advisor Compensation                                 7
Portfolio Manager(s)                                 8
OTHER INFORMATION                                    8
------------------------------------------------------
Sales Charges                                        8
Dividends and Distributions                          8
FINANCIAL HIGHLIGHTS                                 9
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM GLOBAL EQUITY FUND

RISK/RETURN SUMMARY

The fund's investment objective is long-term growth of capital.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities of domestic and foreign issuers.

The portfolio managers use a quantitatively oriented process to construct the fund's portfolio. 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.

The fund may 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.

Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are:

Market Risk                 Foreign Securities
                            Risk
Interest Rate Risk          Equity Securities
                            Risk
Credit Risk
                            Convertible
Currency/Exchange           Securities Risk
  Rate Risk
                            Derivatives Risk
Management Risk
                            Leveraging Risk
                            Active Trading Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURNS(1)

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

                                                                         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%
2005...................................................................    9.43%
2006...................................................................   18.88%

(1) The fund's return during certain periods was positively impacted by its investments in initial public offerings (IPOs). There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus.

The Class A shares' year-to-date total return as of March 31, 2007 is 2.61%.

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).

1


AIM GLOBAL EQUITY FUND

PERFORMANCE INFORMATION (continued)

PERFORMANCE TABLE

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(1)
--------------------------------------------------------------------------------------
(for the periods ended                                      SINCE            INCEPTION
December 31, 2006)              1 YEAR       5 YEARS       INCEPTION           DATE
--------------------------------------------------------------------------------------
Class A                                                                      09/15/97
  Return Before Taxes           12.37%        13.22%          9.37%
  Return After Taxes on
     Distributions               9.90         12.04           7.87
  Return After Taxes on
     Distributions and Sale of
     Fund Shares                 9.82         11.21           7.49
Class B                                                                      09/15/97
  Return Before Taxes           13.02         13.61           9.56
Class C                                                                      01/02/98
  Return Before Taxes           17.04         13.84          10.14
Class R(2)                                                                   09/15/97(2)
  Return Before Taxes           18.70         14.31           9.86
--------------------------------------------------------------------------------------
MSCI World Index(SM)(3)         20.07          9.97           6.84(5)        08/31/97(5)
Lipper Global Multi-Cap Core
  Funds Index(3,4)              18.46         10.84           7.64(5)        08/31/97(5)
--------------------------------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A only and after-tax returns for Class B and C will vary.

(1) The fund's return during certain periods was positively impacted by its investments in IPOs. There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus.

(2) The return shown for the one year period is the historical return of the fund's Class R shares. The returns shown for the other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for periods prior to the inception of the Class R shares) at net asset value, adjusted to reflect the higher Rule 12b-1 fees applicable to 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 31, 2005.

(3) The Morgan Stanley Capital International World Index is a free float-adjusted market capitalization index that is designed to measure global developed market equity performance. In addition, the Lipper Global Multi-Cap Core Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(4) The Lipper Global Multi-Cap Core Funds Index is an equally weighted representation of the largest funds in the Lipper Global Multi-Cap Core 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. Global 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). The S&P/Citigroup World BMI consists of constituents from the 27 developed markets of the S&P/Citigroup Broad Market Index. The S&P/Citigroup Broad Market Index includes all of the institutionally investable stocks from each country that have a market capitalization of at least 100 million USD. Global 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 World BMI.

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

2


AIM 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)     5.50%      None       None        None

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

Redemption/Exchange Fee (as a
percentage
of amount
redeemed/exchanged)                     2.00%(2)   2.00(2)    2.00(2)     2.00(2)
---------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(3)
-----------------------------------------------------------------------------------
(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                    0.25        1.00        1.00         0.50

Other Expenses                          0.41        0.41        0.41         0.41

Acquired Fund Fees and Expenses         0.01        0.01        0.01         0.01

Total Annual Fund
Operating Expenses                      1.65        2.40        2.40         1.90

Fee Waiver(4)                           0.19        0.19        0.19         0.19

Net Annual Fund
Operating Expenses(5)                   1.46        2.21        2.21         1.71
-----------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

(2) 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 "General Information--Redemption Fees" for more information.

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

(4) Through December 31, 2009, the advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by the fund do not exceed a specified maximum annual advisory fee rate, which fee rate includes breakpoints and is based upon net asset levels. The fund's maximum annual advisory fee rate ranges from 0.80% (for average net assets up to $250 million) to 0.66% (for average net assets over $10 billion).

(5) The fund's advisor has also contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) 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 Net Annual Fund Operating Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and
(vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund 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. In addition, the fund will also benefit from a one time credit to be used to offset future custodian expenses. These credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007.

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

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

EXPENSE EXAMPLE

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

The expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                                               1 YEAR   3 YEARS   5 YEARS   10 YEARS
----------------------------------------------------------------------------------------------------
Class A                                                         $690     $986     $1,344     $2,349
Class B                                                          724      991      1,426      2,503(1)
Class C                                                          324      691      1,226      2,690
Class R                                                          174      539        971      2,173
----------------------------------------------------------------------------------------------------

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

                                                               1 YEAR   3 YEARS   5 YEARS   10 YEARS
----------------------------------------------------------------------------------------------------
Class A                                                         $690     $986     $1,344     $2,349
Class B                                                          224      691      1,226      2,503(1)
Class C                                                          224      691      1,226      2,690
Class R                                                          174      539        971      2,173
----------------------------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM GLOBAL EQUITY FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                          YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.46%          1.46%          1.46%          1.65%          1.65%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses         (2.15%)         1.31%          4.90%          8.41%         12.04%
End of Year Balance                  $ 9,784.53     $10,130.90     $10,489.54     $10,840.94     $11,204.11
Estimated Annual Expenses            $   690.41     $   145.38     $   150.53     $   175.98     $   181.87
-----------------------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                          YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
Annual Expense Ratio(1)                   1.65%        1.65%          1.65%          1.65%          1.65%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         15.79%       19.67%         23.68%         27.83%         32.11%
End of Year Balance                  $11,579.44   $11,967.36     $12,368.26     $12,782.60     $13,210.82
Estimated Annual Expenses            $   187.96   $   194.26     $   200.77     $   207.49     $   214.45
-----------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                          YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.46%          1.46%          1.46%          1.65%          1.65%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.54%          7.21%         11.00%         14.72%         18.56%
End of Year Balance                  $10,354.00     $10,720.53     $11,100.04     $11,471.89     $11,856.20
Estimated Annual Expenses            $   148.58     $   153.84     $   159.29     $   186.22     $   192.46
-----------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                          YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.65%        1.65%          1.65%          1.65%          1.65%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         22.53%       26.64%         30.88%         35.27%         39.80%
End of Year Balance                  $12,253.38   $12,663.87     $13,088.11     $13,526.56     $13,979.70
Estimated Annual Expenses            $   198.90   $   205.57     $   212.45     $   219.57     $   226.93
-----------------------------------------------------------------------------------------------------------

CLASS B(2)                             YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.21%          2.21%          2.21%          2.40%          2.40%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          2.79%          5.66%          8.61%         11.43%         14.33%
End of Year Balance                  $10,279.00     $10,565.78     $10,860.57     $11,142.94     $11,432.66
Estimated Annual Expenses            $   224.08     $   230.33     $   236.76     $   264.04     $   270.91
-----------------------------------------------------------------------------------------------------------

CLASS B(2)                             YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.40%        2.40%          2.40%          1.65%          1.65%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         17.30%       20.35%         23.48%         27.61%         31.89%
End of Year Balance                  $11,729.91   $12,034.89     $12,347.79     $12,761.45     $13,188.95
Estimated Annual Expenses            $   277.95   $   285.18     $   292.59     $   207.15     $   214.09
-----------------------------------------------------------------------------------------------------------

CLASS C(2)                             YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.21%          2.21%          2.21%          2.40%          2.40%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          2.79%          5.66%          8.61%         11.43%         14.33%
End of Year Balance                  $10,279.00     $10,565.78     $10,860.57     $11,142.94     $11,432.66
Estimated Annual Expenses            $   224.08     $   230.33     $   236.76     $   264.04     $   270.91
-----------------------------------------------------------------------------------------------------------

CLASS C(2)                             YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.40%        2.40%          2.40%          2.40%          2.40%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         17.30%       20.35%         23.48%         26.69%         29.98%
End of Year Balance                  $11,729.91   $12,034.89     $12,347.79     $12,668.84     $12,998.23
Estimated Annual Expenses            $   277.95   $   285.18     $   292.59     $   300.20     $   308.00
-----------------------------------------------------------------------------------------------------------

CLASS R                                YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.71%          1.71%          1.71%          1.90%          1.90%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.29%          6.69%         10.20%         13.61%         17.14%
End of Year Balance                  $10,329.00     $10,668.82     $11,019.83     $11,361.44     $11,713.65
Estimated Annual Expenses            $   173.81     $   179.53     $   185.44     $   212.62     $   219.21
-----------------------------------------------------------------------------------------------------------

CLASS R                                YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.90%        1.90%          1.90%          1.90%          1.90%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         20.77%       24.51%         28.37%         32.35%         36.45%
End of Year Balance                  $12,076.77   $12,451.15     $12,837.14     $13,235.09     $13,645.38
Estimated Annual Expenses            $   226.01   $   233.02     $   240.24     $   247.69     $   255.36
-----------------------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM GLOBAL EQUITY FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

OBJECTIVE AND STRATEGIES

The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder

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

instruments may have the effect of leveraging the fund's portfolio.
The fund's investment philosophy is based on three key principles: (i) an investment process must be structured and disciplined; (ii) securities should be selected on the merits of each individual company; and (iii) risk management is as important as security selection.

Mindful of these principles, the portfolio managers have developed a quantitative investment process with two main components: a security selection model and a risk model.

1. Security Selection Model:

- The portfolio managers believe securities exhibit certain qualities that identify them as probable strong performers (including but not limited to growth and stability of earnings, profitability and financial strength).

- The security selection model measures each company in the global equity universe against these different qualities, taking into account the fact that different qualities carry different levels of significance depending on the industry and region of operation.
2. Risk Model:

- Simultaneously, the risk model analyzes whether these companies will be positively or negatively affected by changes in various economic factors, including but not limited to interest rates, currencies and the price of oil.

- When selecting securities for the fund, the portfolio managers try to reduce the fund's volatility by creating a portfolio that pairs companies that benefit from increases in these economic factors with those that benefit from decreases in the same factors. The goal is to neutralize the impact of these risk factors on the overall portfolio.

The results of the analysis from these two models are combined with a trading and transaction cost analysis. The process is designed to construct a portfolio containing the optimal combination of securities with the potential to deliver favorable returns without assuming excessive amounts of risk. The portfolio managers may consider selling or reducing a security holding if it no longer exhibits characteristics that drive performance, or holding the security

no longer provides risk management benefits.
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 fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of

purchase.
The 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.
The fund typically maintains a portion of its assets in cash, which is generally invested in money market funds advised by the fund's advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The amount of cash held by the fund may increase if the fund takes a temporary defensive position. The fund may take a temporary defensive position when it receives unusually large redemption requests or if there are inadequate investment opportunities due to adverse market, economic, political or other conditions. A larger amount of cash could negatively affect the fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of the fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

RISKS

The principal risks of investing in the fund are:

- Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective

5


AIM GLOBAL EQUITY FUND

earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity.

- Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If the fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause the fund to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund.

- Currency/Exchange Rate Risk--The fund may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Active Trading Risk--The fund may engage in active and frequent trading of portfolio securities to achieve its investment objectives. If a fund does trade in this way, it may incur increased costs, which can lower the actual return of the fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results.

6


AIM GLOBAL EQUITY FUND

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT

THE ADVISOR

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

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

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

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2006, the advisor received compensation of 0.79% of average daily net assets after fee waivers.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

7


AIM GLOBAL EQUITY FUND

PORTFOLIO MANAGER(S)

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.

- Duy Nguyen, Portfolio Manager, who has been responsible for the fund since 2005 and has been associated with the advisor and/or its affiliates since 2000.

They are assisted by the advisor's Global Quantitative Strategies Team, which is comprised of portfolio managers and research analysts.

Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the teams may change from time to time. More information on the portfolio manager(s) and the teams, including biographies of members of the teams, may be found on the advisor's website http://www.aiminvestments.com. The website is not part of this prospectus.

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

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Global Equity Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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 PricewaterhouseCoopers LLP, 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 A
                                                              ------------------------------------------------------------------
                                                                                    YEAR ENDED DECEMBER 31,
                                                              ------------------------------------------------------------------
                                                                2006           2005           2004           2003         2002
                                                              --------       --------       --------       --------      -------
Net asset value, beginning of period                          $  15.54       $  15.65       $  13.54       $   9.95      $ 11.00
--------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    0.19           0.15(a)       (0.02)(a)      (0.06)(a)    (0.02)(a)
--------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   2.73           1.34           2.93           3.79        (1.03)
================================================================================================================================
    Total from investment operations                              2.92           1.49           2.91           3.73        (1.05)
================================================================================================================================
Less distributions:
  Dividends from net investment income                           (0.20)         (0.13)            --             --           --
--------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (1.79)         (1.47)         (0.80)         (0.14)          --
================================================================================================================================
    Total distributions                                          (1.99)         (1.60)         (0.80)         (0.14)          --
================================================================================================================================
Redemption fees added to shares of beneficial interest            0.00           0.00           0.00           0.00           --
================================================================================================================================
Net asset value, end of period                                $  16.47       $  15.54       $  15.65       $  13.54      $  9.95
________________________________________________________________________________________________________________________________
================================================================================================================================
Total return(b)                                                  18.88%          9.43%         21.64%         37.51%       (9.55)%
________________________________________________________________________________________________________________________________
================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $324,111       $264,868       $182,416       $109,205      $68,335
________________________________________________________________________________________________________________________________
================================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                  1.45%(c)       1.50%          1.94%          2.00%        2.00%
--------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements               1.64%(c)       1.68%          1.96%          2.05%        2.05%
================================================================================================================================
Ratio of net investment income (loss) to average net assets       1.09%(c)       0.91%         (0.11)%        (0.50)%      (0.18)%
________________________________________________________________________________________________________________________________
================================================================================================================================
Portfolio turnover rate                                            166%           120%           115%           178%          80%
________________________________________________________________________________________________________________________________
================================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $297,524,023.

9


AIM GLOBAL EQUITY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                          CLASS B
                                                              ----------------------------------------------------------------
                                                                                  YEAR ENDED DECEMBER 31,
                                                              ----------------------------------------------------------------
                                                                2006          2005          2004          2003          2002
                                                              --------       -------       -------       -------       -------
Net asset value, beginning of period                          $  14.92       $ 15.10       $ 13.15       $  9.71       $ 10.80
------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    0.06          0.03(a)      (0.09)(a)     (0.11)(a)     (0.07)(a)
------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   2.62          1.28          2.84          3.69         (1.02)
==============================================================================================================================
    Total from investment operations                              2.68          1.31          2.75          3.58         (1.09)
==============================================================================================================================
Less distributions:
  Dividends from net investment income                           (0.08)        (0.03)           --            --            --
------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (1.79)        (1.46)        (0.80)        (0.14)           --
==============================================================================================================================
    Total distributions                                          (1.87)        (1.49)        (0.80)        (0.14)           --
==============================================================================================================================
Redemption fees added to shares of beneficial interest            0.00          0.00          0.00          0.00            --
==============================================================================================================================
Net asset value, end of period                                $  15.73       $ 14.92       $ 15.10       $ 13.15       $  9.71
______________________________________________________________________________________________________________________________
==============================================================================================================================
Total return(b)                                                  18.02%         8.65%        21.06%        36.90%       (10.09)%
______________________________________________________________________________________________________________________________
==============================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $100,141       $95,379       $74,120       $62,424       $54,029
______________________________________________________________________________________________________________________________
==============================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                  2.20%(c)      2.21%         2.44%         2.50%         2.50%
------------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements               2.39%(c)      2.39%         2.46%         2.55%         2.55%
==============================================================================================================================
Ratio of net investment income (loss) to average net assets       0.34%(c)      0.20%        (0.61)%       (1.00)%       (0.68)%
______________________________________________________________________________________________________________________________
==============================================================================================================================
Portfolio turnover rate                                            166%          120%          115%          178%           80%
______________________________________________________________________________________________________________________________
==============================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $98,596,965.

                                                                                          CLASS C
                                                              ---------------------------------------------------------------
                                                                                  YEAR ENDED DECEMBER 31,
                                                              ---------------------------------------------------------------
                                                               2006          2005          2004          2003          2002
                                                              -------       -------       -------       -------       -------
Net asset value, beginning of period                          $ 14.89       $ 15.08       $ 13.14       $  9.71       $ 10.79
-----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   0.06          0.03(a)      (0.09)(a)     (0.11)(a)     (0.07)(a)
-----------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  2.63          1.27          2.83          3.68         (1.01)
=============================================================================================================================
    Total from investment operations                             2.69          1.30          2.74          3.57         (1.08)
=============================================================================================================================
Less distributions:
  Dividends from net investment income                          (0.08)        (0.03)           --            --            --
-----------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                         (1.79)        (1.46)        (0.80)        (0.14)           --
=============================================================================================================================
    Total distributions                                         (1.87)        (1.49)        (0.80)        (0.14)           --
=============================================================================================================================
Redemption fees added to shares of beneficial interest           0.00          0.00          0.00          0.00            --
=============================================================================================================================
Net asset value, end of period                                $ 15.71       $ 14.89       $ 15.08       $ 13.14       $  9.71
_____________________________________________________________________________________________________________________________
=============================================================================================================================
Total return(b)                                                 18.12%         8.58%        21.00%        36.79%       (10.01)%
_____________________________________________________________________________________________________________________________
=============================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $41,261       $35,313       $20,375       $ 9,993       $ 4,551
_____________________________________________________________________________________________________________________________
=============================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                 2.20%(c)      2.21%         2.44%         2.50%         2.50%
-----------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements              2.39%(c)      2.39%         2.46%         2.55%         2.55%
=============================================================================================================================
Ratio of net investment income (loss) to average net assets      0.34%(c)      0.20%        (0.61)%       (1.00)%       (0.68)%
_____________________________________________________________________________________________________________________________
=============================================================================================================================
Portfolio turnover rate                                           166%          120%          115%          178%           80%
_____________________________________________________________________________________________________________________________
=============================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $38,166,354.

10


AIM GLOBAL EQUITY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS R
                                                              -----------------------------------
                                                                                 OCTOBER 31, 2005
                                                                                   (DATE SALES
                                                               YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,         DECEMBER 31,
                                                                  2006                 2005
                                                              ------------       ----------------
Net asset value, beginning of period                             $15.53               $16.07
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                            0.12                 0.02(a)
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           2.76                 1.03
=================================================================================================
    Total from investment operations                               2.88                 1.05
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.16)               (0.13)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (1.79)               (1.46)
=================================================================================================
    Total distributions                                           (1.95)               (1.59)
=================================================================================================
Redemption fees added to shares of beneficial interest             0.00                   --
=================================================================================================
Net asset value, end of period                                   $16.46               $15.53
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                   18.62%                6.46%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $  170               $   15
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   1.70%(c)             1.73%(d)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                1.89%(c)             1.91%(d)
=================================================================================================
Ratio of net investment income to average net assets               0.84%(c)             0.68%(d)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(e)                                          166%                 120%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $88,512.

(d) Annualized.

(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

11


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

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THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

MCF--04/07

A-3


THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


MCF--04/07

A-4


THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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THE AIM FUNDS

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

MCF--04/07

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and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

MCF--04/07

A-12


THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

MCF--04/07

A-13


THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

MCF--04/07

A-14

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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Global Equity Fund

SEC 1940 Act file number: 811-02699


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

                                                      AIM GROWTH ALLOCATION FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM Growth Allocation 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.


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 GROWTH ALLOCATION FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Returns                                 1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4

------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
------------------------------------------------------
Objective and Strategies                             5
Risks                                                5
DISCLOSURE OF PORTFOLIO HOLDINGS                     8
------------------------------------------------------
FUND MANAGEMENT                                      8
------------------------------------------------------
The Advisor                                          8
Advisor Compensation                                 8
Portfolio Manager(s)                                 9
OTHER INFORMATION                                    9
------------------------------------------------------
Sales Charges                                        9
Dividends and Distributions                          9
FINANCIAL HIGHLIGHTS                                10
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM GROWTH ALLOCATION FUND

RISK/RETURN SUMMARY

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 fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a higher level of risk than the S&P 500 Index. The fund's target allocation is to invest 95% of its total assets in underlying funds that invest primarily in equity securities, including underlying funds that invest primarily in foreign equity securities, and 5% of its total assets in underlying funds that invest primarily in fixed-income securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk                                   Interest Rate Risk
Equity Securities Risk                               Credit Risk
Convertible Securities Risk                          Derivatives Risk
High Yield Risk                                      Leveraging Risk
Active Trading Risk                                  Sector Fund Risk
Management Risk                                      Growth Investing Risk
Market Risk                                          Value Investing Risk
Market Capitalization Risk                           Unseasoned Issuers Risk
                                                     Independent Management
U.S. Government Obligations Risk                       of Sector Risk
Foreign Securities Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

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. 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.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURNS

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
-----------                                                              -------
2005...................................................................   10.24%
2006...................................................................   16.63%

The Class A shares' year-to-date total return as of March 31, 2007 was 2.48%.

1


AIM GROWTH ALLOCATION FUND

During the periods shown in the bar chart, the highest quarterly return was 7.89% (quarter ended December 31, 2006) and the lowest quarterly return was -2.51% (quarter ended June 30, 2006).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payments 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      1          SINCE        INCEPTION
December 31, 2006)        YEAR         INCEPTION       DATE
---------------------------------------------------------------
Class A                                               04/30/04
  Return Before Taxes     10.23%       12.66%
  Return After Taxes
     on Distributions     9.62         12.20
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares               7.46         10.80
Class B                                               04/30/04
  Return Before Taxes     10.76        13.34
Class C                                               04/30/04
  Return Before Taxes     14.77        14.22
Class R                                               04/30/04
  Return Before Taxes     16.34        14.80
---------------------------------------------------------------
S&P 500(R) Index(1)       15.78        11.77(4)     04/30/04(4)
Custom Growth
  Allocation
  Index(1,2)              18.71        15.43(4)       04/30/04(4)
Lipper Multi-Cap Core
  Funds Index(1,3)        14.14        12.84(4)       04/30/04(4)
---------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C and R shares will vary.

(1) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Custom Growth Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Multi-Cap Core Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(2) The Custom Growth Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. The index currently consists of the following indices: 65% Russell 3000(R) Index, 25% MSCI EAFE(R) Index, 5% FTSE NAREIT Equity REITs Index and 5% Lehman Brothers U.S. Universal Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. The FTSE NAREIT Equity REITs Index is a market-cap weighted index of all equity REITs traded on the NYSE, NASDAQ National Market System, and the American Stock Exchange. It is reweighted and reconstituted monthly. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars.

(3) The Lipper Multi-Cap Core Funds Index is an equally weighted representation of the largest funds in the Lipper Multi-Cap Core Classification. These funds, by portfolio practice, invest in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-Cap funds typically have between 25% and 75% of their assets invested in companies with market capitalizations (on a three-year weighted basis) above 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. The SuperComposite 1500 Index is a market cap weighted index made up of 1500 liquid securities of companies with market capitalizations of $300 million and above, and represents the small-, mid-, and large-cap markets. Multi-Cap Core funds have more latitude in the companies in which they invest. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three year sales-per-share growth value, compared to the S&P 500 index.

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

2


AIM GROWTH 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)    5.00%      1.00%      None(1)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                          CLASS A   CLASS B   CLASS C   CLASS R
--------------------------------------------------------------------------------
Management Fees                             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(3)                           0.38      0.38      0.38      0.38

Acquired Fund Fees and Expenses(4)          0.83      0.83      0.83      0.83

Total Annual Fund Operating Expenses        1.46      2.21      2.21      1.71

Fee Waiver(3)                               0.16      0.16      0.16      0.16

Net Annual Fund Operating Expenses()        1.30      2.05      2.05      1.55
--------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

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

(3) The fund's advisor has contractually agreed to reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.21% on Class A, Class B, Class C and Class R shares. In determining the advisor's obligation to 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) dividend expense on short sales; (iv) taxes; (v) extraordinary items; (vi) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; 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. These credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

If a financial institution is managing your account, you may also be charged

a transaction or other fee by such financial institution.
As a result of 12b-1 fees, long-term shareholders in the fund may pay more than the maximum permitted initial sales charge.

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

The expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $675     $971     $1,289     $2,187
Class B                                      708      976      1,370      2,342(1)
Class C                                      308      676      1,170      2,532
Class R                                      158      523        913      2,006
--------------------------------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $675     $971     $1,289     $2,187
Class B                                      208      676      1,170      2,342(1)
Class C                                      208      676      1,170      2,532
Class R                                      158      523        913      2,006
--------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM GROWTH ALLOCATION FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed and includes the estimated indirect expenses of the underlying funds;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                          YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                  1.30%           1.46%          1.46%          1.46%          1.46%
Cumulative Return Before Expenses        5.00%          10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses        (2.00%)          1.47%          5.06%          8.78%         12.63%
End of Year Balance                  $9,799.65      $10,146.56     $10,505.75     $10,877.65     $11,262.72
Estimated Annual Expenses            $  675.12      $   145.61     $   150.76     $   156.10     $   161.62
-----------------------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                          YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
Annual Expense Ratio(1)                   1.46%        1.46%          1.46%          1.46%          1.46%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         16.61%       20.74%         25.02%         29.44%         34.02%
End of Year Balance                  $11,661.42   $12,074.23     $12,501.66     $12,944.22     $13,402.44
Estimated Annual Expenses            $   167.35   $   173.27     $   179.40     $   185.75     $   192.33
-----------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                          YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.30%          1.46%          1.46%          1.46%          1.46%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.70%          7.37%         11.17%         15.11%         19.18%
End of Year Balance                  $10,370.00     $10,737.10     $11,117.19     $11,510.74     $11,918.22
Estimated Annual Expenses            $   132.41     $   154.08     $   159.54     $   165.18     $   171.03
-----------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                          YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.46%        1.46%          1.46%          1.46%          1.46%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         23.40%       27.77%         32.29%         36.98%         41.82%
End of Year Balance                  $12,340.13   $12,776.97     $13,229.27     $13,697.59     $14,182.48
Estimated Annual Expenses            $   177.09   $   183.35     $   189.85     $   196.57     $   203.52
-----------------------------------------------------------------------------------------------------------

CLASS B(2)                             YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.05%          2.21%          2.21%          2.21%          2.21%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          2.95%          5.82%          8.77%         11.81%         14.93%
End of Year Balance                  $10,295.00     $10,582.23     $10,877.47     $11,180.96     $11,492.90
Estimated Annual Expenses            $   208.02     $   230.69     $   237.13     $   243.75     $   250.55
-----------------------------------------------------------------------------------------------------------

CLASS B(2)                             YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.21%        2.21%          2.21%          1.46%          1.46%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         18.14%       21.43%         24.82%         29.24%         33.81%
End of Year Balance                  $11,813.56   $12,143.16     $12,481.95     $12,923.81     $13,381.31
Estimated Annual Expenses            $   257.54   $   264.72     $   272.11     $   185.46     $   192.03
-----------------------------------------------------------------------------------------------------------

CLASS C(2)                             YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.05%          2.21%          2.21%          2.21%          2.21%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          2.95%          5.82%          8.77%         11.81%         14.93%
End of Year Balance                  $10,295.00     $10,582.23     $10,877.47     $11,180.96     $11,492.90
Estimated Annual Expenses            $   208.02     $   230.69     $   237.13     $   243.75     $   250.55
-----------------------------------------------------------------------------------------------------------

CLASS C(2)                             YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.21%        2.21%          2.21%          2.21%          2.21%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         18.14%       21.43%         24.82%         28.30%         31.88%
End of Year Balance                  $11,813.56   $12,143.16     $12,481.95     $12,830.20     $13,188.16
Estimated Annual Expenses            $   257.54   $   264.72     $   272.11     $   279.70     $   287.50
-----------------------------------------------------------------------------------------------------------

CLASS R                                YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.55%          1.71%          1.71%          1.71%          1.71%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.45%          6.85%         10.37%         14.00%         17.75%
End of Year Balance                  $10,345.00     $10,685.35     $11,036.90     $11,400.01     $11,775.07
Estimated Annual Expenses            $   157.67     $   179.81     $   185.73     $   191.84     $   198.15
-----------------------------------------------------------------------------------------------------------

CLASS R                                YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.71%        1.71%          1.71%          1.71%          1.71%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         21.62%       25.63%         29.76%         34.03%         38.44%
End of Year Balance                  $12,162.47   $12,562.62     $12,975.93     $13,402.84     $13,843.79
Estimated Annual Expenses            $   204.67   $   211.40     $   218.35     $   225.54     $   232.96
-----------------------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM GROWTH ALLOCATION FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

OBJECTIVE AND STRATEGIES

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 fund's investment objective 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 that has a higher level of risk than the S&P 500 Index. The fund's target allocation is to invest approximately 95% of its total assets in underlying funds that invest primarily in equity securities ("equity funds"), and approximately 5% of its total assets in underlying funds that invest primarily in fixed-income securities ("fixed income funds"). Approximately 25% of the assets that are invested in equity funds will be allocated to equity

funds that invest primarily in foreign securities.
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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the

fund's Statement of Additional Information.
The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

RISKS

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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. Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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.

5


AIM GROWTH ALLOCATION FUND

- Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be

6


AIM GROWTH ALLOCATION FUND

more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for an underlying fund to establish or close out a position in these securities at prevailing market prices.

- Sector Fund Risk--Certain of the underlying fund's investments are concentrated in comparatively narrow segments of the economy. This means that the underlying fund's investment concentration in the energy, financial-services, health sciences, leisure and technology sectors is higher than most mutual funds and the broad securities market. Consequently, the underlying fund tends to be more volatile than other mutual funds, and the value of the underlying fund's investments and consequently an investment in the underlying fund tends to go up and down more rapidly.

- Unseasoned Issuer Risk--Start-up companies or earlier stage companies, such as venture capital companies, generally have limited operating histories, no present market for their technologies or products, and no history of earnings or financial services. These companies may rely entirely or in large part on private investments to finance their operations.

- Independent Management of Sector Risk--Certain of the underlying fund's investments in different, independently-managed sectors creates allocation risk, which is the risk that the allocation of investments among the sectors may have a more significant effect on the underlying fund's net asset value when one of the sectors is performing more poorly than the other(s). Additionally, the active rebalancing of the underlying fund among the sectors may result in increased transaction costs. The independent management of the five sectors may also result in adverse tax consequences if the portfolio managers responsible for the underlying fund's five sectors effect transactions in the same security on or about the same time.

7


AIM GROWTH 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.

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) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlement. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

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

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

8


AIM GROWTH ALLOCATION FUND

PORTFOLIO MANAGER(S)

The fund is not actively managed, however, Gary K. Wendler, Director of Product Line Strategy and Investment Services 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 2004 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.

The fund's Statement of Additional Information provides additional information about the portfolio manager's investments in the fund, a description of his compensation structure, and information regarding other accounts he manages.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Growth Allocation Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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.

9


AIM GROWTH ALLOCATION FUND

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

                                                                                CLASS A
                                                              -------------------------------------------
                                                                                          APRIL 30, 2004
                                                                    YEAR ENDED           (DATE OPERATIONS
                                                                   DECEMBER 31,           COMMENCED) TO
                                                              -----------------------      DECEMBER 31,
                                                                2006           2005            2004
                                                              --------       --------    ----------------
Net asset value, beginning of period                          $  12.22       $  11.26        $ 10.00
---------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.10           0.10(a)        0.03(a)
---------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)          1.93           1.05           1.28
=========================================================================================================
    Total from investment operations                              2.03           1.15           1.31
=========================================================================================================
Less distributions:
  Dividends from net investment income                           (0.10)         (0.07)         (0.05)
---------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (0.42)         (0.12)         (0.00)
=========================================================================================================
    Total distributions                                          (0.52)         (0.19)         (0.05)
=========================================================================================================
Net asset value, end of period                                $  13.73       $  12.22        $ 11.26
_________________________________________________________________________________________________________
=========================================================================================================
Total return(b)                                                  16.63%         10.24%         13.12%
_________________________________________________________________________________________________________
=========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $246,635       $132,159        $39,368
_________________________________________________________________________________________________________
=========================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                  0.47%(c)       0.46%          0.52%(d)
---------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements               0.63%(c)       0.75%          1.31%(d)
=========================================================================================================
Estimated acquired fund fees from underlying funds(e)             0.83%          0.87%          0.96%
=========================================================================================================
Ratio of net investment income to average net assets              0.90%(c)       0.89%          0.40%(d)
_________________________________________________________________________________________________________
=========================================================================================================
Portfolio turnover rate(f)                                          24%            14%             2%
_________________________________________________________________________________________________________
=========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $189,757,051.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

10


AIM GROWTH ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                               CLASS B
                                                              ------------------------------------------
                                                                                         APRIL 30, 2004
                                                                    YEAR ENDED          (DATE OPERATIONS
                                                                   DECEMBER 31,          COMMENCED) TO
                                                              ----------------------      DECEMBER 31,
                                                                2006          2005            2004
                                                              --------       -------    ----------------
Net asset value, beginning of period                          $  12.16       $ 11.23        $ 10.00
--------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                    0.02          0.02(a)       (0.02)(a)
--------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)          1.90          1.05           1.28
========================================================================================================
    Total from investment operations                              1.92          1.07           1.26
========================================================================================================
Less distributions:
  Dividends from net investment income                           (0.02)        (0.02)         (0.03)
--------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (0.42)        (0.12)         (0.00)
========================================================================================================
    Total distributions                                          (0.44)        (0.14)         (0.03)
========================================================================================================
Net asset value, end of period                                $  13.64       $ 12.16        $ 11.23
________________________________________________________________________________________________________
========================================================================================================
Total return(b)                                                  15.77%         9.49%         12.61%
________________________________________________________________________________________________________
========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $110,172       $68,411        $22,384
________________________________________________________________________________________________________
========================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                  1.22%(c)      1.17%          1.17%(d)
--------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements               1.38%(c)      1.46%          1.96%(d)
========================================================================================================
Estimated acquired fund fees from underlying funds(e)             0.83%         0.87%          0.96%
========================================================================================================
Ratio of net investment income (loss) to average net assets       0.15%(c)      0.18%         (0.25)%(d)
________________________________________________________________________________________________________
========================================================================================================
Portfolio turnover rate(f)                                          24%           14%             2%
________________________________________________________________________________________________________
========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $90,415,331.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds expenses that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

11


AIM GROWTH ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                               CLASS C
                                                              -----------------------------------------
                                                                                        APRIL 30, 2004
                                                                   YEAR ENDED          (DATE OPERATIONS
                                                                  DECEMBER 31,          COMMENCED) TO
                                                              ---------------------      DECEMBER 31,
                                                               2006          2005            2004
                                                              -------       -------    ----------------
Net asset value, beginning of period                          $ 12.15       $ 11.23        $ 10.00
-------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                   0.02          0.02(a)       (0.02)(a)
-------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)         1.90          1.04           1.28
=======================================================================================================
    Total from investment operations                             1.92          1.06           1.26
=======================================================================================================
Less distributions:
  Dividends from net investment income                          (0.02)        (0.02)         (0.03)
-------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                         (0.42)        (0.12)         (0.00)
=======================================================================================================
    Total distributions                                         (0.44)        (0.14)         (0.03)
=======================================================================================================
Net asset value, end of period                                $ 13.63       $ 12.15        $ 11.23
_______________________________________________________________________________________________________
=======================================================================================================
Total return(b)                                                 15.78%         9.40%         12.61%
_______________________________________________________________________________________________________
=======================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $75,611       $39,271        $11,543
_______________________________________________________________________________________________________
=======================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                 1.22%(c)      1.17%          1.17%(d)
-------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements              1.38%(c)      1.46%          1.96%(d)
=======================================================================================================
Estimated acquired fund fees from underlying funds(e)            0.83%         0.87%          0.96%
=======================================================================================================
Ratio of net investment income (loss) to average net assets      0.15%(c)      0.18%         (0.25)%(d)
_______________________________________________________________________________________________________
=======================================================================================================
Portfolio turnover rate(f)                                         24%           14%             2%
_______________________________________________________________________________________________________
=======================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $58,507,727.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds expenses that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

12


AIM GROWTH ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                              CLASS R
                                                              ---------------------------------------
                                                                                      APRIL 30, 2004
                                                                  YEAR ENDED         (DATE OPERATIONS
                                                                 DECEMBER 31,         COMMENCED) TO
                                                              -------------------      DECEMBER 31,
                                                               2006         2005           2004
                                                              ------       ------    ----------------
Net asset value, beginning of period                          $12.20       $11.25         $10.00
-----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         0.07         0.08(a)        0.02(a)
-----------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)        1.92         1.05           1.28
=====================================================================================================
    Total from investment operations                            1.99         1.13           1.30
=====================================================================================================
Less distributions:
  Dividends from net investment income                         (0.07)       (0.06)         (0.05)
-----------------------------------------------------------------------------------------------------
  Distributions from net realized gains                        (0.42)       (0.12)         (0.00)
=====================================================================================================
    Total distributions                                        (0.49)       (0.18)         (0.05)
=====================================================================================================
Net asset value, end of period                                $13.70       $12.20         $11.25
_____________________________________________________________________________________________________
=====================================================================================================
Total return(b)                                                16.34%       10.01%         12.98%
_____________________________________________________________________________________________________
=====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $9,617       $6,285         $1,342
_____________________________________________________________________________________________________
=====================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                0.72%(c)     0.67%          0.67%(d)
-----------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements             0.88%(c)     0.96%          1.46%(d)
=====================================================================================================
Estimated acquired fund fees from underlying funds(e)           0.83%        0.87%          0.96%
=====================================================================================================
Ratio of net investment income to average net assets            0.65%(c)     0.68%          0.25%(d)
_____________________________________________________________________________________________________
=====================================================================================================
Portfolio turnover rate(f)                                        24%          14%             2%
_____________________________________________________________________________________________________
=====================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $7,694,599.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds expenses that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

13


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

MCF--04/07

A-2


THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

MCF--04/07

A-3


THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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THE AIM FUNDS

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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THE AIM FUNDS

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

MCF--04/07

A-11


THE AIM FUNDS

and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

MCF--04/07

A-12


THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

MCF--04/07

A-13


THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

MCF--04/07

A-14

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
ALSOAVAILABLE AT
http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Growth Allocation Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     GAL-PRO-1             [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                                      AIM INCOME ALLOCATION FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM Income Allocation Fund's investment objective is to achieve 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

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Return                                  1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4

------------------------------------------------------
INVESTMENT OBJECTIVES, STRATEGIES AND
  RISKS                                              5
------------------------------------------------------
Objectives and Strategies                            5
Risks                                                5
DISCLOSURE OF PORTFOLIO HOLDINGS                     8
------------------------------------------------------
FUND MANAGEMENT                                      8
------------------------------------------------------
The Advisor                                          8
Advisor Compensation                                 9
Portfolio Manager(s)                                 9
OTHER INFORMATION                                   10
------------------------------------------------------
Sales Charges                                       10
Dividends and Distributions                         10
FINANCIAL HIGHLIGHTS                                11
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM INCOME ALLOCATION FUND

RISK/RETURN SUMMARY

The fund's investment objective is to achieve a high level of current income with growth of capital as a secondary objective.

The fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The fund seeks to meet its objective by investing its assets in a selection of underlying funds which primarily invest in international or domestic equities, fixed income securities or real estate investment trusts (REITs). The fund's target allocation is to invest 65% of its total assets in underlying funds that invest primarily in fixed-income securities and 35% of its total assets in underlying funds that invest primarily in equity securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk             Dollar Roll Transaction
                                 Risk
Interest Rate Risk
                               Market Risk
Credit Risk
                               U.S. Government Obligations
High-Coupon U.S.                 Risk
  Government Agency
  Mortgage-Backed              Equity Securities Risk
  Securities Risk
                               Convertible Securities Risk
Mortgage- and Asset-Backed
  Securities Risk              Derivatives Risk
High Yield Risk                Leveraging Risk
Reinvestment Risk              Foreign Securities Risk
Non-Diversification Risk       Real Estate Risk
Currency/Exchange Rate   Risk  Active Trading Risk
Developing Markets             Management Risk
  Securities Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

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. 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.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURN

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

12/31/06....................................................   11.48%

The Class A shares' year-to-date total return as of March 31, 2007 was 2.47%.

1


AIM INCOME ALLOCATION FUND

During the period shown in the bar chart, the highest quarterly return was 4.15% (quarter ended December 31, 2006) and the lowest quarterly return was 0.30% (quarter ended June 30, 2006).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payments 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      1          SINCE        INCEPTION
December 31, 2006)        YEAR         INCEPTION       DATE
---------------------------------------------------------------
Class A                                               10/31/05
  Return Before Taxes     5.34%        6.70%
  Return After Taxes
     on Distributions     4.05         5.14
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares               3.56         4.81
Class B                                               10/31/05
  Return Before Taxes     5.74         7.79
Class C                                               10/31/05
  Return Before Taxes     9.74         11.16
Class R                                               10/31/05
  Return Before Taxes     11.41        11.77
---------------------------------------------------------------
S&P 500(R) Index(1)       15.78        17.08(4)     10/31/05(4)
Custom Income
  Allocation
  Index(1,2)              10.40        11.18(4)     10/31/05(4)
Lipper Mixed-Asset
  Target Allocation
  Conservative Funds
  Index(1,3)              8.80         9.60(4)      10/31/05(4)
---------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C and R shares will vary.

(1) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Custom Income Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Mixed-Asset Target Allocation Conservative Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(2) The Custom Income Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. This index currently consists of the following indices: 23% Russell 3000(R) Index, 65% Lehman Brothers U.S. Universal Index, 5% MSCI EAFE(R) Index and 7% FTSE NAREIT Equity REITs Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America:
Europe, Australasia, and the Far East. The FTSE NAREIT Equity REITs Index is a market-cap weighted index of all equity REITs traded on the NYSE, NASDAQ National Market System, and the American Stock Exchange.

(3) The Lipper Mixed-Asset Target Allocation Conservative Funds Index is an equally weighted representation of the largest conservative funds that by portfolio practice maintain a mix of between 20% to 40% equity securities, with the remainder invested in bonds, cash and cash equivalents.

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

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)    5.00%      1.00%      None(1)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                     CLASS A    CLASS B    CLASS C    CLASS R
--------------------------------------------------------------------------------
Management Fees                         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(3)                       1.71       1.71       1.71       1.71

Acquired Fund Fees and Expenses(4)      0.64       0.64       0.64       0.64

Total Annual Fund Operating Expenses    2.60       3.35       3.35       2.85

Fee Waiver(3)                           1.67       1.67       1.67       1.67

Net Annual Fund Operating Expenses      0.93       1.68       1.68       1.18
--------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

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

(3) The fund's advisor has contractually agreed to reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.03% on Class A, Class B, Class C and Class R shares. In determining the advisor's obligation to reimburse expenses, the following expenses are not taken into account, and could cause the Other Expenses to exceed the numbers reflected above: (i) Rule 12b-1 fees; (ii) interest;
(iii) taxes; (iv) dividend expense on short sales; (v) extraordinary items;
(vi) expenses related to a merger or reorganization, as approved by the fund's board of trustees; 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. These credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

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

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

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

The expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------------------------------
Class A                                     $640    $1,163    $1,713     $3,205
Class B                                      671     1,175     1,802      3,355(1)
Class C                                      271       875     1,602      3,527
Class R                                      120       725     1,356      3,055
-----------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------------------------------
Class A                                     $640    $1,163    $1,713     $3,205
Class B                                      171       875     1,602      3,355(1)
Class C                                      171       875     1,602      3,527
Class R                                      120       725     1,356      3,055
-----------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM INCOME ALLOCATION FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed and includes the estimated indirect expenses of the underlying funds;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                      YEAR 1            YEAR 2            YEAR 3            YEAR 4            YEAR 5
----------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.93%             2.60%             2.60%             2.60%             2.60%
Cumulative Return Before
  Expenses                            5.00%            10.25%            15.76%            21.55%            27.63%
Cumulative Return After
  Expenses                           (1.65%)            0.71%             3.12%             5.60%             8.13%
End of Year Balance               $9,834.62        $10,070.65        $10,312.34        $10,559.84        $10,813.27
Estimated Annual Expenses         $  639.67        $   258.77        $   264.98        $   271.34        $   277.85
----------------------------------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                    YEAR 6         YEAR 7            YEAR 8            YEAR 9         YEAR 10
Annual Expense Ratio(1)             2.60%          2.60%             2.60%             2.60%           2.60%
Cumulative Return Before
  Expenses                         34.01%         40.71%            47.75%            55.13%          62.89%
Cumulative Return After
  Expenses                         10.73%         13.39%            16.11%            18.89%          21.75%
End of Year Balance            $11,072.79     $11,338.54        $11,610.66        $11,889.32      $12,174.66
Estimated Annual Expenses      $   284.52     $   291.35        $   298.34        $   305.50      $   312.83
----------------------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                     YEAR 1            YEAR 2            YEAR 3            YEAR 4            YEAR 5
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)              0.93%             2.60%             2.60%             2.60%             2.60%
Cumulative Return Before
  Expenses                           5.00%            10.25%            15.76%            21.55%            27.63%
Cumulative Return After
  Expenses                           4.07%             6.57%             9.13%            11.74%            14.43%
End of Year Balance             $10,407.00        $10,656.77        $10,912.53        $11,174.43        $11,442.62
Estimated Annual Expenses       $    94.89        $   273.83        $   280.40        $   287.13        $   294.02
---------------------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 6         YEAR 7            YEAR 8            YEAR 9         YEAR 10
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.60%          2.60%             2.60%             2.60%           2.60%
Cumulative Return Before
  Expenses                        34.01%         40.71%            47.75%            55.13%          62.89%
Cumulative Return After
  Expenses                        17.17%         19.98%            22.86%            25.81%          28.83%
End of Year Balance           $11,717.24     $11,998.45        $12,286.42        $12,581.29      $12,883.24
Estimated Annual Expenses     $   301.08     $   308.30        $   315.70        $   323.28      $   331.04
---------------------------------------------------------------------------------------------------------------------

CLASS B(2)                        YEAR 1            YEAR 2            YEAR 3            YEAR 4            YEAR 5
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)              1.68%             3.35%             3.35%             3.35%             3.35%
Cumulative Return Before
  Expenses                           5.00%            10.25%            15.76%            21.55%            27.63%
Cumulative Return After
  Expenses                           3.32%             5.02%             6.76%             8.52%            10.31%
End of Year Balance             $10,332.00        $10,502.48        $10,675.77        $10,851.92        $11,030.98
Estimated Annual Expenses       $   170.79        $   348.98        $   354.74        $   360.59        $   366.54
---------------------------------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 6         YEAR 7            YEAR 8            YEAR 9         YEAR 10
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            3.35%          3.35%             3.35%             2.60%           2.60%
Cumulative Return Before
  Expenses                        34.01%         40.71%            47.75%            55.13%          62.89%
Cumulative Return After
  Expenses                        12.13%         13.98%            15.86%            18.64%          21.49%
End of Year Balance           $11,212.99     $11,398.00        $11,586.07        $11,864.13      $12,148.87
Estimated Annual Expenses     $   372.59     $   378.73        $   384.98        $   304.85      $   312.17
---------------------------------------------------------------------------------------------------------------------

CLASS C(2)                        YEAR 1            YEAR 2            YEAR 3            YEAR 4            YEAR 5
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)              1.68%             3.35%             3.35%             3.35%             3.35%
Cumulative Return Before
  Expenses                           5.00%            10.25%            15.76%            21.55%            27.63%
Cumulative Return After
  Expenses                           3.32%             5.02%             6.76%             8.52%            10.31%
End of Year Balance             $10,332.00        $10,502.48        $10,675.77        $10,851.92        $11,030.98
Estimated Annual Expenses       $   170.79        $   348.98        $   354.74        $   360.59        $   366.54
---------------------------------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 6         YEAR 7            YEAR 8            YEAR 9         YEAR 10
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            3.35%          3.35%             3.35%             3.35%           3.35%
Cumulative Return Before
  Expenses                        34.01%         40.71%            47.75%            55.13%          62.89%
Cumulative Return After
  Expenses                        12.13%         13.98%            15.86%            17.77%          19.72%
End of Year Balance           $11,212.99     $11,398.00        $11,586.07        $11,777.24      $11,971.56
Estimated Annual Expenses     $   372.59     $   378.73        $   384.98        $   391.34      $   397.79
---------------------------------------------------------------------------------------------------------------------

CLASS R                           YEAR 1            YEAR 2            YEAR 3            YEAR 4            YEAR 5
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)              1.18%             2.85%             2.85%             2.85%             2.85%
Cumulative Return Before
  Expenses                           5.00%            10.25%            15.76%            21.55%            27.63%
Cumulative Return After
  Expenses                           3.82%             6.05%             8.33%            10.66%            13.04%
End of Year Balance             $10,382.00        $10,605.21        $10,833.23        $11,066.14        $11,304.06
Estimated Annual Expenses       $   120.25        $   299.07        $   305.50        $   312.07        $   318.78
---------------------------------------------------------------------------------------------------------------------

CLASS R                         YEAR 6         YEAR 7            YEAR 8            YEAR 9         YEAR 10
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.85%          2.85%             2.85%             2.85%           2.85%
Cumulative Return Before
  Expenses                        34.01%         40.71%            47.75%            55.13%          62.89%
Cumulative Return After
  Expenses                        15.47%         17.95%            20.49%            23.08%          25.73%
End of Year Balance           $11,547.10     $11,795.36        $12,048.96        $12,308.01      $12,572.64
Estimated Annual Expenses     $   325.63     $   332.63        $   339.78        $   347.09      $   354.55
---------------------------------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM INCOME ALLOCATION FUND

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

OBJECTIVES 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 fund's investment objective may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objective by investing its assets in a selection of underlying funds which primarily invest in international or domestic equities, fixed income securities or REITs. The fund's target allocation is to invest 65% of its total assets in underlying funds that invest primarily in fixed-income securities and 35% of its total assets in underlying funds that invest primarily in equity securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

RISKS

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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. Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors

5


AIM INCOME ALLOCATION FUND

including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. 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 funds 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- and Asset-Backed Securities Risk--Certain of the underlying funds may invest in mortgage and asset-backed securities. These securities are subject to prepayment or call risk, which is the risk that payments from the borrower may be received earlier or later than expected due to changes in the rate at which the underlying loans are prepaid. Faster prepayments often happen when market interest rates are falling. As a result, an underlying fund may need to reinvest these early payments at lower interest rates, thereby reducing its income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the underlying loans to be outstanding for a longer time, which can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the underlying fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the underlying fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the underlying fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

The loans in which an underlying fund may invest in are typically non-investment grade which involve a greater risk of default on interest and principal payments and of price changes due to the changes in the credit quality of the issuer.

The value of lower quality floating rate loans can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments. A significant portion of an underlying fund's floating rate investments may be issued in connection with highly leveraged transactions. These obligations are subject to greater credit risks, including a greater possibility of default or bankruptcy of the borrower.

The terms of the senior secured floating rate loans in which an underlying fund typically invests require that collateral be maintained to support payment of the obligations. However, the value of the collateral may decline after the underlying fund invests. There is also a risk that the value of the collateral may not be sufficient to cover the amount owed to the underlying fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law or may be difficult to sell. In the event that a borrower defaults, the underlying fund's access to the collateral may be limited by bankruptcy or other insolvency laws. There is also the risk that the

6


AIM INCOME ALLOCATION FUND

collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. As a result, the underlying fund may not receive payments to which it is entitled.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Developing Markets Securities Risk--The factors described above for "Foreign Securities Risk" 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 (i.e., those that are in the initial stages of their industrial cycle) 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Real Estate Risk--Because one of the underlying funds concentrates its assets in the real estate industry, the performance of such underlying fund will be closely linked to the performance of the real estate markets. Property values may fall due to increasing vacancies or declining rents resulting from economic, legal, cultural or technological developments.

Real estate company share prices may drop because of the failure of borrowers to pay their loans and poor management. Many real estate companies, including real estate investment trusts (REITs), utilize leverage (and some may be highly leveraged), which increases investment risk and could adversely affect a real estate company's operations and market value in periods of rising interest rates. Financial covenants related to real estate company leveraging may affect the company's ability to operate effectively. Real estate risks may also arise where real estate companies fail to carry adequate insurance, or where a real estate company may become liable for removal or other costs related to environmental contamination.

Real estate companies tend to be small to medium-sized companies. Real estate company shares, like other smaller company shares, can be more volatile than, and perform differently from, larger company shares. There may be less trading in a smaller company's shares, which means that buy and sell transactions in those shares could have a larger impact on the share's price than is the case with larger company shares.

The underlying fund could conceivably hold real estate directly if a company defaults on debt securities the underlying fund owns. In that event, an investment in the underlying fund may have additional risks relating to direct ownership in real estate, including

7


AIM INCOME ALLOCATION FUND

environmental liabilities, difficulties in valuing and selling real estate, declines in the 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, the underlying fund will bear a proportionate share of those expenses.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT

THE ADVISOR

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,

8


AIM INCOME ALLOCATION FUND

advises or manages over 200 investment portfolios, including the fund, encompassing a broad range of investment objectives.

AIM Floating Rate Fund, one of the underlying funds, along with numerous unrelated funds and financial institutions, has been named as a defendant in two private civil lawsuits filed in the United States Bankruptcy Court, Southern District of New York. (Enron Corp. v. J.P. Morgan Securities, Inc., et al., Case No. 01-16034(AJG) and Adelphia Communications Corp. and its Affiliate Debtors in Possession and Official Committee of Unsecured Creditors of Adelphia v. Bank of America, individually and as Agent for various Banks Party to Credit Agreements, et al., Case No. 02-41729). These lawsuits seek, respectively, avoidance of certain payments made by Enron corp. and avoidance of certain loans of Adelphia Communications Corp. The Enron lawsuit alleges that payments made to AIM Floating Rate Fund and other creditors to prepay and/or redeem certain commercial paper prior to its maturity were preferential transfers. The amount sought to be recovered from AIM Floating Rate Fund in the Enron lawsuit is the aggregate amount of the repurchases of Enron's commercial paper from AIM Floating Rate Fund during the 90 days prior to the filing by Enron of a bankruptcy petition (approximately $10 million) plus interest and Enron's court costs. The Adelphia lawsuit alleges that the purchasers of Adelphia's bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders. The amount sought to be recovered from AIM Floating Rate Fund in the Adelphia lawsuit is not specified in such lawsuit. Adelphia has also filed a bankruptcy petition. Accordingly, any recoveries by the plaintiffs in these lawsuits may result in a corresponding claim against the respective bankruptcy estate, which may be paid in part through distributions under a plan of reorganization to the extent the claim is allowed under such plan.

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

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

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

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

PORTFOLIO MANAGER(S)

The fund is not actively managed, however, Gary K. Wendler, Director of Product Line Strategy and Investment Services 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.

The fund's Statement of Additional Information provides additional information about the portfolio manager's investments in the fund, a description of his compensation structure, and information regarding other accounts he manages.

9


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 "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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.

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

                                                                                 CLASS A
                                                              ---------------------------------------------
                                                                                     OCTOBER 31, 2005
                                                               YEAR ENDED       (DATE OPERATIONS COMMENCED)
                                                              DECEMBER 31,            TO DECEMBER 31,
                                                                  2006                     2005
                                                              ------------      ---------------------------
Net asset value, beginning of period                            $ 10.12                   $10.03
-----------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income                                             0.39                     0.11(a)
-----------------------------------------------------------------------------------------------------------
 Net gains on securities (both realized and unrealized)            0.75                     0.13
===========================================================================================================
   Total from investment operations                                1.14                     0.24
===========================================================================================================
Less distributions:
 Dividends from net investment income                             (0.39)                   (0.15)
-----------------------------------------------------------------------------------------------------------
 Distributions from net realized gains                            (0.02)                      --
===========================================================================================================
   Total distributions                                            (0.41)                   (0.15)
===========================================================================================================
Net asset value, end of period                                  $ 10.85                   $10.12
___________________________________________________________________________________________________________
===========================================================================================================
Total return(b)                                                   11.48%                    2.35%
___________________________________________________________________________________________________________
===========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $21,022                   $1,634
___________________________________________________________________________________________________________
===========================================================================================================
Ratio of expenses to average net assets:
 With fee waivers and/or expense reimbursements                    0.29%(c)                 0.29%(d)
-----------------------------------------------------------------------------------------------------------
 Without fee waivers and/or expense reimbursements                 1.96%(c)                20.85%(d)
===========================================================================================================
Estimated acquired fund fees from underlying funds(e)              0.64%                    0.69%
===========================================================================================================
Ratio of net investment income to average net assets               4.86%(c)                 6.45%(d)
___________________________________________________________________________________________________________
===========================================================================================================
Portfolio turnover rate(f)                                           21%                    0.99%
___________________________________________________________________________________________________________
===========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $9,853,639.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

10


AIM INCOME ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                 CLASS B
                                                              ---------------------------------------------
                                                                                     OCTOBER 31, 2005
                                                                                     (DATE OPERATIONS
                                                               YEAR ENDED              COMMENCED) TO
                                                              DECEMBER 31,             DECEMBER 31,
                                                                  2006                     2005
                                                              ------------      ---------------------------
Net asset value, beginning of period                            $ 10.12                   $10.03
-----------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income                                             0.31                     0.10(a)
-----------------------------------------------------------------------------------------------------------
 Net gains on securities (both realized and unrealized)            0.76                     0.12
===========================================================================================================
   Total from investment operations                                1.07                     0.22
===========================================================================================================
Less distributions:
 Dividends from net investment income                             (0.31)                   (0.13)
-----------------------------------------------------------------------------------------------------------
 Distributions from net realized gains                            (0.02)                      --
===========================================================================================================
   Total distributions                                            (0.33)                   (0.13)
===========================================================================================================
Net asset value, end of period                                  $ 10.86                   $10.12
___________________________________________________________________________________________________________
===========================================================================================================
Total return(b)                                                   10.74%                    2.17%
___________________________________________________________________________________________________________
===========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $ 6,018                   $  210
___________________________________________________________________________________________________________
===========================================================================================================
Ratio of expenses to average net assets:
 With fee waivers and/or expense reimbursements                    1.04%(c)                 1.04%(d)
-----------------------------------------------------------------------------------------------------------
 Without fee waivers and/or expense reimbursements                 2.71%(c)                21.60%(d)
===========================================================================================================
Estimated acquired fund fees from underlying funds(e)              0.64%                    0.69%
===========================================================================================================
Ratio of net investment income to average net assets               4.11%(c)                 5.70%(d)
___________________________________________________________________________________________________________
===========================================================================================================
Portfolio turnover rate(f)                                           21%                    0.99%
___________________________________________________________________________________________________________
===========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $2,704,391.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

11


AIM INCOME ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                 CLASS C
                                                              ---------------------------------------------
                                                                                     OCTOBER 31, 2005
                                                                                     (DATE OPERATIONS
                                                               YEAR ENDED              COMMENCED) TO
                                                              DECEMBER 31,             DECEMBER 31,
                                                                  2006                     2005
                                                              ------------      ---------------------------
Net asset value, beginning of period                            $ 10.12                   $10.03
-----------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income                                             0.31                     0.10(a)
-----------------------------------------------------------------------------------------------------------
 Net gains on securities (both realized and unrealized)            0.76                     0.12
===========================================================================================================
   Total from investment operations                                1.07                     0.22
===========================================================================================================
Less distributions:
 Dividends from net investment income                             (0.31)                   (0.13)
-----------------------------------------------------------------------------------------------------------
 Distributions from net realized gains                            (0.02)                      --
===========================================================================================================
   Total distributions                                            (0.33)                   (0.13)
===========================================================================================================
Net asset value, end of period                                  $ 10.86                   $10.12
___________________________________________________________________________________________________________
===========================================================================================================
Total return(b)                                                   10.74%                    2.17%
___________________________________________________________________________________________________________
===========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $ 9,905                   $  521
___________________________________________________________________________________________________________
===========================================================================================================
Ratio of expenses to average net assets:
 With fee waivers and/or expense reimbursements                    1.04%(c)                 1.04%(d)
-----------------------------------------------------------------------------------------------------------
 Without fee waivers and/or expense reimbursements                 2.71%(c)                21.60%(d)
===========================================================================================================
Estimated acquired fund fees from underlying funds(e)              0.64%                    0.69%
===========================================================================================================
Ratio of net investment income to average net assets               4.11%(c)                 5.70%(d)
___________________________________________________________________________________________________________
===========================================================================================================
Portfolio turnover rate(f)                                           21%                    0.99%
___________________________________________________________________________________________________________
===========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $3,902,640.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

12


AIM INCOME ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                 CLASS R
                                                              ---------------------------------------------
                                                                                     OCTOBER 31, 2005
                                                                                     (DATE OPERATIONS
                                                               YEAR ENDED              COMMENCED) TO
                                                              DECEMBER 31,             DECEMBER 31,
                                                                  2006                     2005
                                                              ------------      ---------------------------
Net asset value, beginning of period                            $ 10.11                   $10.03
-----------------------------------------------------------------------------------------------------------
Income from investment operations:
 Net investment income                                             0.43                     0.11(a)
-----------------------------------------------------------------------------------------------------------
 Net gains on securities (both realized and unrealized)            0.70                     0.11
===========================================================================================================
   Total from investment operations                                1.13                     0.22
===========================================================================================================
Less distributions:
 Dividends from net investment income                             (0.36)                   (0.14)
-----------------------------------------------------------------------------------------------------------
 Distributions from net realized gains                            (0.02)                      --
===========================================================================================================
   Total distributions                                            (0.38)                   (0.14)
===========================================================================================================
Net asset value, end of period                                  $ 10.86                   $10.11
___________________________________________________________________________________________________________
===========================================================================================================
Total return(b)                                                   11.41%                    2.20%
___________________________________________________________________________________________________________
===========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $   107                   $   51
___________________________________________________________________________________________________________
===========================================================================================================
Ratio of expenses to average net assets:
 With fee waivers and/or expense reimbursements                    0.54%(c)                 0.54%(d)
-----------------------------------------------------------------------------------------------------------
 Without fee waivers and/or expense reimbursements                 2.21%(c)                21.10%(d)
===========================================================================================================
Estimated acquired fund fees from underlying funds(e)              0.64%                    0.69%
===========================================================================================================
Ratio of net investment income to average net assets               4.61%(c)                 6.20%(d)
___________________________________________________________________________________________________________
===========================================================================================================
Portfolio turnover rate(f)                                           21%                    0.99%
___________________________________________________________________________________________________________
===========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $77,543.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

13


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

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THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

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THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

MCF--04/07

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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THE AIM FUNDS

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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THE AIM FUNDS

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

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THE AIM FUNDS

and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

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THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

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THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

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A-14

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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Income Allocation Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     INCAL-PRO-1           [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                               AIM INTERNATIONAL ALLOCATION FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM International Allocation Fund's investment objective is 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

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Return                                  1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4
------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
------------------------------------------------------
Objective and Strategies                             5
Risks                                                5
DISCLOSURE OF PORTFOLIO HOLDINGS                     7
------------------------------------------------------
FUND MANAGEMENT                                      7
------------------------------------------------------
The Advisor                                          7
Advisor Compensation                                 8
Portfolio Manager(s)                                 8
OTHER INFORMATION                                    8
------------------------------------------------------
Sales Charges                                        8
Dividends and Distributions                          8
FINANCIAL HIGHLIGHTS                                 9
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM INTERNATIONAL ALLOCATION FUND

RISK/RETURN SUMMARY

The fund's investment objective is to provide long-term growth of capital.

The fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The fund seeks to meet its objective by investing its assets in a selection of underlying funds that invest primarily in global or international securities. The underlying funds may invest a portion of their assets in securities of domestic issuers. The fund's target allocation is to invest 100% of its total assets in underlying funds that invest primarily in equity securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk           Non-Diversification Risk
Equity Securities Risk       Market Risk
Convertible Securities Risk  Foreign Securities Risk
Interest Rate Risk           IPO Investment Risk
Credit Risk                  Derivatives Risk
High Yield Risk              Leveraging Risk
Short Sales Risk             Cash/Cash Equivalents
                               Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

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. 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.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURN


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

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
12/31/06 .............................................................   26.42%

The Class A shares' year-to-date total return as of March 31, 2007 was 3.54%.

During the period shown in the bar chart, the highest quarterly return was 10.27% (quarter ended March 31, 2006) and the lowest quarterly return was -0.25% (quarter ended June 30, 2006).

1


AIM INTERNATIONAL ALLOCATION FUND

PERFORMANCE TABLE

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 payments 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
-------------------------------------------------------------------------------------------
                                                                       SINCE      INCEPTION
(for the periods ended December 31, 2006)                    1 YEAR   INCEPTION     DATE
-------------------------------------------------------------------------------------------
Class A                                                                           10/31/05
  Return Before Taxes                                        19.50%     24.18%
  Return After Taxes on Distributions                        19.06      23.11
  Return After Taxes on Distributions and Sale of Fund
     Shares                                                  13.00      20.08
Class B                                                                           10/31/05
  Return Before Taxes                                        20.50      26.11
Class C                                                                           10/31/05
  Return Before Taxes                                        24.50      29.40
Class R                                                                           10/31/05
  Return Before Taxes                                        26.07      30.03
-------------------------------------------------------------------------------------------
MSCI EAFE--Registered Trademark-- Index(1)                   26.34      29.71(3)  10/31/05(3)
Lipper International Multi-Cap Core Funds Index(1,2)         24.89      27.90(3)  10/31/05(3)
-------------------------------------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C and R shares will vary.

(1) The Morgan Stanley Capital International Europe, Australasia and Far East Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America:
Europe, Australasia, and the Far East. In addition, the Lipper International Multi-Cap Core Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(2) The Lipper International Multi-Cap Core Funds Index is an equally weighted representation of the largest funds in the Lipper International Multi-Cap Core Category. These funds 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. International multi-cap funds typically have 25% to 75% of their assets invested in companies strictly outside of the U.S. with market capitalizations (on a three-year weighted basis) greater than the 250th-largest company in the S&P/Citigroup World ex-U.S. Broad Market Index (BMI). The S&P/Citigroup World ex-U.S. BMI measures all of each country's available capital in stocks with capitalizations greater than $75 million (US) and represents the broad stock universe of all countries, excluding the United States. International 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 World ex-U.S. BMI.

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

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)     5.00%      1.00%      None(1)

Redemption/Exchange Fee
(as a percentage of amount
redeemed/exchanged)                    2.00%(2)    2.00%(2)   2.00%(2)   2.00%(2)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(3)
--------------------------------------------------------------------------------
(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(4)                       0.59       0.59       0.59       0.59

Acquired Fund Fees and Expenses(5)      1.01       1.01       1.01       1.01

Total Annual Fund Operating Expenses    1.85       2.60       2.60       2.10

Fee Waiver(4)                           0.40       0.40       0.40       0.40

Net Annual Fund Operating Expenses      1.45       2.20       2.20       1.70
--------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

(2) 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 "General Information--Redemption Fees" for more information.

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

(4) The fund's advisor has contractually agreed to 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 reimburse expenses, the following expenses are not taken into account, and could cause the Other Expenses to exceed the numbers reflected above: (i) Rule 12b-1 fees; (ii) interest;
(iii) taxes; (iv) dividend expense on short sales; (v) extraordinary items;
(vi) expenses related to a merger or reorganization, as approved by the fund's board of trustees; 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. These credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007.

(5) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

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

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

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

The expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                                      3
                                           1 YEAR   YEARS    5 YEARS   10 YEARS
-------------------------------------------------------------------------------
Class A                                     $689    $1,063   $1,460     $2,569
Class B                                      723     1,071    1,545      2,722(1)
Class C                                      323       771    1,345      2,905
Class R                                      173       619    1,092      2,400
-------------------------------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $689    $1,063    $1,460     $2,569
Class B                                      223       771     1,345      2,722(1)
Class C                                      223       771     1,345      2,905
Class R                                      173       619     1,092      2,400
--------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM INTERNATIONAL ALLOCATION FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed and includes the estimated indirect expenses of the underlying funds;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.45%        1.85%        1.85%        1.85%        1.85%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                        (2.15%)       0.94%        4.12%        7.40%       10.78%
End of Year Balance           $ 9,785.48   $10,093.72   $10,411.67   $10,739.64   $11,077.94
Estimated Annual Expenses     $   689.46   $   183.88   $   189.67   $   195.65   $   201.81
--------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
Annual Expense Ratio(1)            1.85%        1.85%        1.85%        1.85%        1.85%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        14.27%       17.87%       21.58%       25.41%       29.36%
End of Year Balance           $11,426.89   $11,786.84   $12,158.12   $12,541.10   $12,936.15
Estimated Annual Expenses     $   208.17   $   214.73   $   221.49   $   228.47   $   235.66
--------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.45%        1.85%        1.85%        1.85%        1.85%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.55%        6.81%       10.18%       13.65%       17.23%
End of Year Balance           $10,355.00   $10,681.18   $11,017.64   $11,364.70   $11,722.68
Estimated Annual Expenses     $   147.57   $   194.58   $   200.71   $   207.04   $   213.56
--------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.85%        1.85%        1.85%        1.85%        1.85%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        20.92%       24.73%       28.66%       32.71%       36.89%
End of Year Balance           $12,091.95   $12,472.84   $12,865.74   $13,271.01   $13,689.05
Estimated Annual Expenses     $   220.29   $   227.22   $   234.38   $   241.76   $   249.38
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.20%        2.60%        2.60%        2.60%        2.60%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         2.80%        5.27%        7.79%       10.38%       13.03%
End of Year Balance           $10,280.00   $10,526.72   $10,779.36   $11,038.07   $11,302.98
Estimated Annual Expenses     $   223.08   $   270.49   $   276.98   $   283.63   $   290.43
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.60%        2.60%        2.60%        1.85%        1.85%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        15.74%       18.52%       21.36%       25.19%       29.13%
End of Year Balance           $11,574.25   $11,852.03   $12,136.48   $12,518.78   $12,913.12
Estimated Annual Expenses     $   297.40   $   304.54   $   311.85   $   228.06   $   235.25
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.20%        2.60%        2.60%        2.60%        2.60%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         2.80%        5.27%        7.79%       10.38%       13.03%
End of Year Balance           $10,280.00   $10,526.72   $10,779.36   $11,038.07   $11,302.98
Estimated Annual Expenses     $   223.08   $   270.49   $   276.98   $   283.63   $   290.43
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.60%        2.60%        2.60%        2.60%        2.60%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        15.74%       18.52%       21.36%       24.28%       27.26%
End of Year Balance           $11,574.25   $11,852.03   $12,136.48   $12,427.76   $12,726.02
Estimated Annual Expenses     $   297.40   $   304.54   $   311.85   $   319.34   $   327.00
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.70%        2.10%        2.10%        2.10%        2.10%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.30%        6.30%        9.38%       12.55%       15.81%
End of Year Balance           $10,330.00   $10,629.57   $10,937.83   $11,255.02   $11,581.42
Estimated Annual Expenses     $   172.81   $   220.08   $   226.46   $   233.02   $   239.78
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.10%        2.10%        2.10%        2.10%        2.10%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        19.17%       22.63%       26.19%       29.84%       33.61%
End of Year Balance           $11,917.28   $12,262.88   $12,618.51   $12,984.44   $13,360.99
Estimated Annual Expenses     $   246.74   $   253.89   $   261.25   $   268.83   $   276.63
--------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM INTERNATIONAL ALLOCATION FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

OBJECTIVE AND STRATEGIES

The fund's investment objective is to provide long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objective by investing its assets in a selection of underlying funds that invest primarily in global or international securities. The underlying funds may invest a portion of their assets in securities of domestic issuers. The fund's target allocation is to invest 100% of its total assets in underlying funds that invest primarily in equity securities. A portion of the underlying fund's assets may be invested in fixed-income securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

RISKS
The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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. Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those

5


AIM INTERNATIONAL ALLOCATION FUND

applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- IPO Investment Risk--Certain of the underlying funds may participate in the initial public offering (IPO) market in some market cycles. If the underlying funds have a smaller asset base, any investment an 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.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Short Sales Risk--An underlying fund may engage in non-covered short sales, which means selling a security that it does not own in anticipation of purchasing the same security at a later date at a lower price. The underlying fund will not sell a security short, if as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the underlying fund's net assets. If the underlying fund sells a security short, and the security increases in

6


AIM INTERNATIONAL ALLOCATION FUND

value, the underlying fund will have to pay the higher price to purchase the security. Since there is no limit on how much the price of the security can increase, the underlying fund's exposure is unlimited. The more the underlying fund pays to purchase the security, the more it will lose on the transaction and the more the price of your shares will be affected. The underlying fund will also incur transaction costs to engage in this practice.

- Cash/Cash Equivalents Risk--To the extent that an underlying fund holds cash or cash equivalents rather than equity securities, the underlying fund may not achieve its investment objective and it may underperform its peer group and benchmark index, particularly during periods of strong market performance.

- Non-Diversification Risk--Certain of the underlying funds in which the fund invests are "non-diversified" meaning that they can invest a greater portion of its assets in the obligations of a single issuer than a diversified fund can. To the extent that a large percentage of an underlying fund's assets may be invested in a limited number of issuers, a change in the value of the issuers' securities could affect the value of the underlying fund.

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT

THE ADVISOR

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) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlement. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

7


AIM INTERNATIONAL ALLOCATION FUND

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.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

PORTFOLIO MANAGER(S)

The fund is not actively managed, however, Gary K. Wendler, Director of Product Line Strategy and Investment Services 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.

The fund's Statement of Additional Information provides additional information about the portfolio manager's investments in the fund, a description of his compensation structure, and information regarding other accounts he manages.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM 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 "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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.

8


AIM INTERNATIONAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

                                                                          CLASS A
                                                              --------------------------------
                                                                             OCTOBER 31, 2005
                                                                             (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,     DECEMBER 31,
                                                                  2006             2005
                                                              ------------   -----------------
Net asset value, beginning of period                            $  10.71          $10.12
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                          0.42            0.32
----------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)            2.41            0.47
==============================================================================================
    Total from investment operations                                2.83            0.79
==============================================================================================
Less distributions:
  Dividends from net investment income                             (0.23)          (0.20)
----------------------------------------------------------------------------------------------
  Distributions from net realized gains                            (0.02)             --
==============================================================================================
    Total distributions                                            (0.25)          (0.20)
==============================================================================================
Redemption fees added to Shares of beneficial interest              0.00              --
==============================================================================================
Net asset value, end of period                                  $  13.29          $10.71
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                    26.42%           7.78%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $129,474          $5,848
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                    0.44%(c)        0.43%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                 0.84%(c)        7.30%(d)
==============================================================================================
Estimated acquired fund fees from underlying funds(e)               1.01%           1.15%
==============================================================================================
Ratio of net investment income to average net assets                3.36%(c)       17.87%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate(f)                                             2%            0.3%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $60,683,435.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

9


AIM INTERNATIONAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                          CLASS B
                                                              --------------------------------
                                                                             OCTOBER 31, 2005
                                                                             (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,     DECEMBER 31,
                                                                  2006             2005
                                                              ------------   -----------------
Net asset value, beginning of period                            $ 10.70           $10.12
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.32             0.31
----------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           2.41             0.46
==============================================================================================
    Total from investment operations                               2.73             0.77
==============================================================================================
Less distributions:
  Dividends from net investment income                            (0.18)           (0.19)
----------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.02)              --
==============================================================================================
    Total distributions                                           (0.20)           (0.19)
==============================================================================================
Redemption fees added to Shares of beneficial interest             0.00               --
==============================================================================================
Net asset value, end of period                                  $ 13.23           $10.70
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                   25.50%            7.65%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $21,839           $1,430
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   1.19%(c)         1.18%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                1.59%(c)         8.05%(d)
==============================================================================================
Estimated acquired fund fees from underlying funds(e)              1.01%            1.15%
==============================================================================================
Ratio of net investment income to average net assets               2.61%(c)        17.12%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate(f)                                            2%             0.3%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $11,390,590.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

10


AIM INTERNATIONAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                          CLASS C
                                                              --------------------------------
                                                                             OCTOBER 31, 2005
                                                                             (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,     DECEMBER 31,
                                                                  2006             2005
                                                              ------------   -----------------
Net asset value, beginning of period                            $ 10.70           $10.12
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.32             0.31
----------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           2.41             0.46
==============================================================================================
    Total from investment operations                               2.73             0.77
==============================================================================================
Less distributions:
  Dividends from net investment income                            (0.18)           (0.19)
----------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.02)              --
==============================================================================================
    Total distributions                                           (0.20)           (0.19)
==============================================================================================
Redemption fees added to Shares of beneficial interest             0.00               --
==============================================================================================
Net asset value, end of period                                  $ 13.23           $10.70
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                   25.50%            7.65%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $39,826           $1,937
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   1.19%(c)         1.18%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                1.59%(c)         8.05%(d)
==============================================================================================
Estimated acquired fund fees from underlying funds(e)              1.01%            1.15%
==============================================================================================
Ratio of net investment income to average net assets               2.61%(c)        17.12%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate(f)                                            2%             0.3%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $19,289,476.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

11


AIM INTERNATIONAL ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                          CLASS R
                                                              --------------------------------
                                                                             OCTOBER 31, 2005
                                                                             (DATE OPERATIONS
                                                               YEAR ENDED      COMMENCED) TO
                                                              DECEMBER 31,     DECEMBER 31,
                                                                  2006             2005
                                                              ------------   -----------------
Net asset value, beginning of period                             $10.71           $10.12
----------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.39             0.32
----------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           2.40             0.46
==============================================================================================
    Total from investment operations                               2.79             0.78
==============================================================================================
Less distributions:
  Dividends from net investment income                            (0.21)           (0.19)
----------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.02)              --
==============================================================================================
    Total distributions                                           (0.23)           (0.19)
==============================================================================================
Redemption fees added to Shares of beneficial interest             0.00               --
==============================================================================================
Net asset value, end of period                                   $13.27           $10.71
______________________________________________________________________________________________
==============================================================================================
Total return(b)                                                   26.07%            7.77%
______________________________________________________________________________________________
==============================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $1,071           $   74
______________________________________________________________________________________________
==============================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   0.69%(c)         0.68%(d)
----------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                1.09%(c)         7.55%(d)
==============================================================================================
Estimated acquired fund fees from underlying funds(e)              1.01%            1.15%
==============================================================================================
Ratio of net investment income to average net assets               3.11%(c)        17.62%(d)
______________________________________________________________________________________________
==============================================================================================
Portfolio turnover rate(f)                                            2%             0.3%
______________________________________________________________________________________________
==============================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $494,469.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

12


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

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THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

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THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

MCF--04/07

A-7


THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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THE AIM FUNDS

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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THE AIM FUNDS

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

MCF--04/07

A-11


THE AIM FUNDS

and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

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THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

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A-13


THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

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A-14

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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM International Allocation Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     INTAL-PRO-1           [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                                    AIM MID CAP CORE EQUITY FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM Mid Cap Core Equity Fund's investment objective is 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 MID CAP CORE EQUITY FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
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PERFORMANCE INFORMATION                              1
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Annual Total Returns                                 1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
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Fee Table                                            3
Expense Example                                      3
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4
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INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
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Objective and Strategies                             5
Risks                                                5
DISCLOSURE OF PORTFOLIO HOLDINGS                     7
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FUND MANAGEMENT                                      7
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The Advisor                                          7
Advisor Compensation                                 7
Portfolio Manager(s)                                 8
OTHER INFORMATION                                    8
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Sales Charges                                        8
Dividends and Distributions                          8
FINANCIAL HIGHLIGHTS                                 9
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GENERAL INFORMATION                                A-1
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Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM MID CAP CORE EQUITY FUND

RISK/RETURN SUMMARY

The fund's investment objective is long-term growth of capital.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities, of mid- capitalization companies. In selecting securities for the fund's portfolio, the portfolio managers seek to identify those companies that are, in their view, undervalued relative to current or projected earnings, or to the current market value of assets owned by the company.

The fund may invest up to 25% of its total assets in foreign securities. 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. The fund may invest up to 20% of its assets in investment-grade debt securities, U.S. government securities, and high-quality money market instruments, including shares of affiliated money market funds.

The fund employs a risk management strategy to reduce volatility. Pursuant to this strategy, the fund generally invests a substantial amount of its assets in cash and cash equivalents.

Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are:

Market Risk                 Equity Securities Risk
Foreign Securities Risk     Convertible Securities Risk
Interest Rate Risk          U.S. Government
                              Obligations Risk
Credit Risk
                            Market Capitalization Risk
Derivatives Risk
                            Cash/Cash Equivalents
Leveraging Risk               Risk
Management Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests.

To the extent the fund holds cash or cash equivalents rather than equity securities, it may not achieve its investment objective and it may under perform its peer group and benchmark index, particularly during periods of strong market performance.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURNS

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
-----------                                                                                                 -------
1997......................................................................................................   14.05%
1998......................................................................................................   -4.71%
1999......................................................................................................   37.13%
2000......................................................................................................   18.81%
2001......................................................................................................    0.52%
2002......................................................................................................  -11.09%
2003......................................................................................................   27.10%
2004......................................................................................................   13.82%
2005......................................................................................................    7.43%
2006......................................................................................................   11.11%

The Class A shares' year-to-date total return as of March 31, 2007 is 4.45%.

1


AIM MID CAP CORE EQUITY FUND

PERFORMANCE INFORMATION (CONTINUED)

During the periods shown in the bar chart, the highest quarterly return was 28.40% (quarter ended December 31, 1999) and the lowest quarterly return was -25.00% (quarter ended September 30, 1998).

PERFORMANCE TABLE

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

AVERAGE ANNUAL TOTAL RETURNS
-------------------------------------------------------------------------------------------------------------------
(for the periods ended                                                                   SINCE           INCEPTION
December 31, 2006)                           1 YEAR        5 YEARS       10 YEARS       INCEPTION(1)       DATE
-------------------------------------------------------------------------------------------------------------------
Class A                                                                                                   06/09/87
  Return Before Taxes                          5.01%         7.72%         9.95%             --
  Return After Taxes on Distributions          1.95          6.58          7.79              --
  Return After Taxes on Distributions
    and Sale of Fund Shares                    6.80          6.53          7.61              --
Class B                                                                                                   04/01/93
  Return Before Taxes                          5.88          7.89          9.98              --
Class C                                                                                                   05/03/99
  Return Before Taxes                          9.41          8.18            --           11.29%
Class R(2)                                                                                                06/09/87(2)
  Return Before Taxes                         10.83          8.76         10.39              --
-------------------------------------------------------------------------------------------------------------------
S&P 500--Registered Trademark--
  Index(3)                                    15.78          6.19          8.42              --
Russell Midcap--Registered Trademark--
  Index(3,4)                                  15.26         12.88         12.14              --
Lipper Mid-Cap Core Funds Index(3,5)          13.44         10.10         10.69              --
-------------------------------------------------------------------------------------------------------------------

After tax-returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C and R shares will vary.

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

(2) The return shown for the one year period is the historical return of the fund's Class R shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for 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 fund's Class A shares. The inception date of the fund's Class R shares is June 3, 2002.

(3) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Russell Midcap 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 Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(4) The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000--Registered Trademark-- Index. The Russell 1000 Index is comprised of 1,000 of the largest capitalized U.S. domiciled companies whose common stock is traded in the United States. This index makes up the largest 1,000 stocks of the Russell 3000(R) Index, which includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. These stocks represent approximately 25% of the total market capitalization of the Russell 1000 Index.

(5) The Lipper Mid-Cap Core Funds Index is an equally weighted representation of the 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. The SuperComposite 1500 Index is a market cap weighted index made up of 1500 liquid securities of companies with market capitalizations of $300 million and above, and represents the small-, mid-, and large-cap markets. 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. The S&P MidCap 400 Index consists of 400 domestic mid-cap stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index and was the first benchmark of mid-cap stock price movement.

2


AIM MID CAP CORE 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)                             5.50%        None      None      None

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

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                          CLASS A   CLASS B   CLASS C   CLASS R
--------------------------------------------------------------------------------
Management Fees                             0.68%     0.68%     0.68%     0.68%

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

Other Expenses                              0.35      0.35      0.35      0.35

Acquired Fund Fees and Expenses             0.02      0.02      0.02      0.02

Total Annual Fund
Operating Expenses                          1.30      2.05      2.05      1.55
--------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

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

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 expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $675     $939     $1,224     $2,032
Class B                                      708      943      1,303      2,187(1)
Class C                                      308      643      1,103      2,379
Class R                                      158      490        845      1,845
--------------------------------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $675     $939     $1,224     $2,032
Class B                                      208      643      1,103      2,187(1)
Class C                                      208      643      1,103      2,379
Class R                                      158      490        845      1,845
--------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM MID CAP CORE EQUITY FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.30%        1.30%        1.30%        1.30%        1.30%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                        (2.00%)       1.62%        5.38%        9.28%       13.32%
End of Year Balance           $ 9,799.65   $10,162.24   $10,538.24   $10,928.15   $11,332.50
Estimated Annual Expenses     $   675.12   $   129.75   $   134.55   $   139.53   $   144.69
--------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
Annual Expense Ratio(1)            1.30%        1.30%        1.30%        1.30%        1.30%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        17.52%       21.87%       26.38%       31.05%       35.90%
End of Year Balance           $11,751.80   $12,186.62   $12,637.52   $13,105.11   $13,590.00
Estimated Annual Expenses     $   150.05   $   155.60   $   161.36   $   167.33   $   173.52
--------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.30%        1.30%        1.30%        1.30%        1.30%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.70%        7.54%       11.52%       15.64%       19.92%
End of Year Balance           $10,370.00   $10,753.69   $11,151.58   $11,564.18   $11,992.06
Estimated Annual Expenses     $   132.41   $   137.30   $   142.38   $   147.65   $   153.12
--------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.30%        1.30%        1.30%        1.30%        1.30%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        24.36%       28.96%       33.73%       38.68%       43.81%
End of Year Balance           $12,435.77   $12,895.89   $13,373.04   $13,867.84   $14,380.95
Estimated Annual Expenses     $   158.78   $   164.66   $   170.75   $   177.07   $   183.62
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.05%        2.05%        2.05%        2.05%        2.05%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         2.95%        5.99%        9.11%       12.33%       15.65%
End of Year Balance           $10,295.00   $10,598.70   $10,911.36   $11,233.25   $11,564.63
Estimated Annual Expenses     $   208.02   $   214.16   $   220.48   $   226.98   $   233.68
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.05%        2.05%        2.05%        1.30%        1.30%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        19.06%       22.57%       26.19%       30.85%       35.70%
End of Year Balance           $11,905.79   $12,257.01   $12,618.59   $13,085.48   $13,569.64
Estimated Annual Expenses     $   240.57   $   247.67   $   254.97   $   167.08   $   173.26
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.05%        2.05%        2.05%        2.05%        2.05%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         2.95%        5.99%        9.11%       12.33%       15.65%
End of Year Balance           $10,295.00   $10,598.70   $10,911.36   $11,233.25   $11,564.63
Estimated Annual Expenses     $   208.02   $   214.16   $   220.48   $   226.98   $   233.68
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.05%        2.05%        2.05%        2.05%        2.05%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        19.06%       22.57%       26.19%       29.91%       33.74%
End of Year Balance           $11,905.79   $12,257.01   $12,618.59   $12,990.84   $13,374.07
Estimated Annual Expenses     $   240.57   $   247.67   $   254.97   $   262.50   $   270.24
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.55%        1.55%        1.55%        1.55%        1.55%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.45%        7.02%       10.71%       14.53%       18.48%
End of Year Balance           $10,345.00   $10,701.90   $11,071.12   $11,453.07   $11,848.20
Estimated Annual Expenses     $   157.67   $   163.11   $   168.74   $   174.56   $   180.58
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.55%        1.55%        1.55%        1.55%        1.55%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        22.57%       26.80%       31.17%       35.70%       40.38%
End of Year Balance           $12,256.97   $12,679.83   $13,117.29   $13,569.83   $14,037.99
Estimated Annual Expenses     $   186.82   $   193.26   $   199.93   $   206.83   $   213.96
--------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM MID CAP CORE EQUITY FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

OBJECTIVE AND STRATEGIES

The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities, of mid-capitalization companies. In complying with this 80% investment requirement, the fund's investments may include synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to the fund's direct investments. Synthetic and derivative instruments that the fund may invest in may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. Synthetic and derivative instruments may have the effect of leveraging the fund's portfolio.

The fund considers a company to be a mid-capitalization company if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell 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 selecting securities for the fund's portfolio, the portfolio managers normally seek to identify those companies that are, in their view, undervalued relative to current or projected earnings, or to the current market value of assets owned by the company. The portfolio managers perform significant due diligence and fundamental research on companies under consideration. The primary emphasis of the portfolio managers' search for undervalued equity securities is normally in five 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; (4) companies whose equity securities are selling at prices that do not yet reflect the current market value of their assets; and
(5) companies that the portfolio managers believe will translate high or increasing returns on invested capital into improving levels of free cash flow and value for shareholders.

The portfolio managers consider selling a security if the price target set by the portfolio managers is exceeded, there is deterioration in fundamentals over an 18 to 24 month period, or more compelling investment opportunities exist.

The fund may invest up to 25% of its total assets in foreign securities. The fund may also invest up to 20% of its assets in equity securities of companies that have market capitalizations, at the time of purchase, in other market capitalization ranges. The fund may invest up to 20% of its assets in investment-grade debt securities, U.S. government securities, and high-quality money market instruments, including shares of affiliated money market funds. The fund employs a risk management strategy to reduce volatility. Pursuant to this strategy, the fund generally invests a substantial amount of its assets in cash and 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 increase the portion of its assets held in cash, cash equivalents (including shares of affiliated money market funds) or high quality debt instruments. As a result, the fund may not achieve its investment objective.

The fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of

purchase.

RISKS
The principal risks of investing in the fund are:

- Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. Certain securities selected for the fund's portfolio may decline in value more than the overall stock market. In general, the securities of mid-size companies are more volatile than those of large companies.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity.

- Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions.

- Convertible Securities Risk--The values of convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal

5


AIM MID CAP CORE EQUITY FUND

payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

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

- Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for a fund to establish or close out a position in these securities at prevailing market prices.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If the fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause the fund to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund.

- Cash/Cash Equivalents Risk--To the extent the fund holds cash or cash equivalents rather than equity securities, the fund may not achieve its investment objective and it may under perform its peer group and benchmark index, particularly during periods of strong market performance.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results.

6


AIM MID CAP CORE EQUITY FUND

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT

THE ADVISOR

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

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

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

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2006, the advisor received compensation of 0.68% of average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

7


AIM MID CAP CORE EQUITY FUND

PORTFOLIO MANAGER(S)

- 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.

- Brian Nelson, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 2004. From 2000 to 2004, Mr. Nelson was a senior telecommunications analyst for RCM Global Investors.

- Douglas Asiello, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 2001.

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

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

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Mid Cap Core Equity Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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 MID CAP CORE EQUITY FUND

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

                                                                            CLASS A
                                         ------------------------------------------------------------------------------
                                                                    YEAR ENDED DECEMBER 31,
                                         ------------------------------------------------------------------------------
                                            2006             2005             2004             2003             2002
                                         ----------       ----------       ----------       ----------       ----------
Net asset value, beginning of period     $    28.57       $    28.64       $    26.92       $    21.17       $    23.85
-----------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                 0.25             0.06(a)         (0.01)(a)        (0.08)(a)        (0.09)(a)
-----------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities
    (both realized and unrealized)             2.97             2.08             3.71             5.83            (2.56)
=======================================================================================================================
    Total from investment operations           3.22             2.14             3.70             5.75            (2.65)
=======================================================================================================================
Less distributions:
  Dividends from net investment income        (0.22)              --               --               --               --
-----------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains       (5.49)           (2.21)           (1.98)              --            (0.03)
=======================================================================================================================
    Total distributions                       (5.71)           (2.21)           (1.98)              --            (0.03)
=======================================================================================================================
Net asset value, end of period           $    26.08       $    28.57       $    28.64       $    26.92       $    21.17
_______________________________________________________________________________________________________________________
=======================================================================================================================
Total return(b)                               11.11%            7.43%           13.82%           27.10%          (11.13)%
_______________________________________________________________________________________________________________________
=======================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s
  omitted)                               $1,556,658       $2,186,823       $2,552,041       $2,025,407       $1,072,673
_______________________________________________________________________________________________________________________
=======================================================================================================================
Ratio of expenses to average net assets        1.28%(c)         1.27%(d)         1.30%(d)         1.41%            1.43%
=======================================================================================================================
Ratio of net investment income (loss)
  to average net assets                        0.65%(c)         0.23%           (0.02)%          (0.33)%          (0.40)%
_______________________________________________________________________________________________________________________
=======================================================================================================================
Portfolio turnover rate                          51%              61%              56%              38%              38%
_______________________________________________________________________________________________________________________
=======================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $1,930,514,933.

(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements was 1.32% and 1.40% for the years ended December 31, 2005 and 2004, respectively.

9


AIM MID CAP CORE EQUITY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                       CLASS B
                                         --------------------------------------------------------------------
                                                               YEAR ENDED DECEMBER 31,
                                         --------------------------------------------------------------------
                                           2006           2005           2004           2003           2002
                                         --------       --------       --------       --------       --------
Net asset value, beginning of period     $  25.23       $  25.73       $  24.54       $  19.43       $  22.03
-------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)              (0.02)         (0.14)(a)      (0.19)(a)      (0.21)(a)      (0.22)(a)
-------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities
    (both realized and unrealized)           2.67           1.85           3.36           5.32          (2.35)
=============================================================================================================
    Total from investment operations         2.65           1.71           3.17           5.11          (2.57)
=============================================================================================================
Less distributions from net realized
  gains                                     (5.49)         (2.21)         (1.98)            --          (0.03)
=============================================================================================================
Net asset value, end of period           $  22.39       $  25.23       $  25.73       $  24.54       $  19.43
_____________________________________________________________________________________________________________
=============================================================================================================
Total return(b)                             10.32%          6.59%         13.00%         26.30%        (11.69)%
_____________________________________________________________________________________________________________
=============================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s
  omitted)                               $492,311       $609,073       $702,361       $702,267       $500,166
_____________________________________________________________________________________________________________
=============================================================================================================
Ratio of expenses to average net assets      2.03%(c)       2.02%          2.04%(d)       2.06%          2.08%
=============================================================================================================
Ratio of net investment income (loss)
  to average net assets                     (0.10)%(c)     (0.52)%        (0.76)%        (0.98)%        (1.05)%
_____________________________________________________________________________________________________________
=============================================================================================================
Portfolio turnover rate                        51%            61%            56%            38%            38%
_____________________________________________________________________________________________________________
=============================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $545,890,019.

(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements was 2.05% for the year ended December 31, 2004.

                                                                                     CLASS C
                                                     --------------------------------------------------------------------------
                                                                             YEAR ENDED DECEMBER 31,
                                                     --------------------------------------------------------------------------
                                                       2006           2005             2004             2003             2002
                                                     --------       --------         --------         --------         --------
Net asset value, beginning of period                 $  25.20       $  25.70         $  24.51         $  19.41         $  22.00
-------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                          (0.02)         (0.14)(a)        (0.19)(a)        (0.21)(a)        (0.22)(a)
-------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized
    and unrealized)                                      2.66           1.85             3.36             5.31            (2.34)
===============================================================================================================================
    Total from investment operations                     2.64           1.71             3.17             5.10            (2.56)
===============================================================================================================================
Less distributions from net realized gains              (5.49)         (2.21)           (1.98)              --            (0.03)
===============================================================================================================================
Net asset value, end of period                       $  22.35       $  25.20         $  25.70         $  24.51         $  19.41
_______________________________________________________________________________________________________________________________
===============================================================================================================================
Total return(b)                                         10.29%          6.60%           13.01%           26.28%          (11.66)%
_______________________________________________________________________________________________________________________________
===============================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)             $219,435       $286,025         $324,873         $303,296         $161,487
_______________________________________________________________________________________________________________________________
===============================================================================================================================
Ratio of expenses to average net assets                  2.03%(c)       2.02%            2.04%(d)         2.06%            2.08%
===============================================================================================================================
Ratio of net investment income (loss) to average
  net assets                                            (0.10)%(c)     (0.52)%          (0.76)%          (0.98)%          (1.05)%
_______________________________________________________________________________________________________________________________
===============================================================================================================================
Portfolio turnover rate                                    51%            61%              56%              38%              38%
_______________________________________________________________________________________________________________________________
===============================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $250,920,015.

(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements was 2.05% for the year ended December 31, 2004.

10


AIM MID CAP CORE EQUITY FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                       CLASS R
                                                    -----------------------------------------------------------------------------
                                                                                                                    JUNE 3, 2002
                                                                                                                     (DATE SALES
                                                                    YEAR ENDED DECEMBER 31,                         COMMENCED) TO
                                                    -------------------------------------------------------         DECEMBER 31,
                                                     2006            2005            2004            2003               2002
                                                    -------         -------         -------         -------         -------------
Net asset value, beginning of period                $ 28.38         $ 28.54         $ 26.89         $ 21.18            $ 24.54
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                         0.14           (0.01)(a)       (0.07)(a)       (0.12)(a)          (0.07)(a)
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized
    and unrealized)                                    2.98            2.06            3.70            5.83              (3.26)
=================================================================================================================================
    Total from investment operations                   3.12            2.05            3.63            5.71              (3.33)
=================================================================================================================================
Less distributions:
  Dividends from net investment income                (0.13)             --              --              --                 --
---------------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains               (5.49)          (2.21)          (1.98)             --              (0.03)
=================================================================================================================================
    Total distributions                               (5.62)          (2.21)          (1.98)             --              (0.03)
=================================================================================================================================
Net asset value, end of period                      $ 25.88         $ 28.38         $ 28.54         $ 26.89            $ 21.18
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(b)                                       10.83%           7.14%          13.57%          26.96%            (13.59)%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)            $72,308         $85,631         $61,303         $27,281            $ 2,786
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets                1.53%(c)        1.52%           1.54%(d)        1.56%              1.58%(e)
=================================================================================================================================
Ratio of net investment income (loss) to average
  net assets                                           0.40%(c)       (0.02)%         (0.26)%         (0.48)%            (0.55)%(e)
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate(f)                               51%             61%             56%             38%                38%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $82,520,652.

(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements was 1.55% for the year ended December 31, 2004.

(e) Annualized.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

11


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

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THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

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THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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THE AIM FUNDS

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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THE AIM FUNDS

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

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THE AIM FUNDS

and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

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THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

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THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

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A-14

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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Mid Cap Core Equity Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     MCCE-PRO-1            [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                                    AIM MODERATE ALLOCATION FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM Moderate Allocation Fund's investment objective is to provide total return consistent with a moderate level of risk relative to the broad stock market.


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 MODERATE ALLOCATION FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Returns                                 1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4

------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
------------------------------------------------------
Objective and Strategies                             5
Risks                                                5
DISCLOSURE OF PORTFOLIO HOLDINGS                     8
------------------------------------------------------
FUND MANAGEMENT                                      8
------------------------------------------------------
The Advisor                                          8
Advisor Compensation                                 9
Portfolio Manager(s)                                 9
OTHER INFORMATION                                    9
------------------------------------------------------
Sales Charges                                        9
Dividends and Distributions                          9
FINANCIAL HIGHLIGHTS                                10
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM MODERATE ALLOCATION FUND

RISK/RETURN SUMMARY ----------------------------


The fund's investment objective is to provide total return consistent with a moderate level of risk relative to the broad stock market.

The fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a moderate level of risk relative to the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in underlying funds that invest primarily in equity securities and 40% of its total assets in underlying funds that invest primarily in fixed-income securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk               High Yield Risk
Equity Securities Risk           Leveraging Risk
Credit Risk                      Active Trading Risk
Mortgage- and Assets-Backed      Currency/Exchange Rate Risk
  Securities Risk                Growth Investing Risk
Derivatives Risk                 Risks Relating to Banking
Market Risk                        and Financial
Management Risk                    Services Industries
Value Investing Risk             Reinvestment Risk
Non-Diversification Risk         High-Coupon
Convertible Securities Risk        U.S. Government
Interest Rate Risk                 Agency Mortgage-
Foreign Securities Risk            Backed Securities Risk
U.S. Government   Obligations    Dollar Roll Transaction
Risk                               Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

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

PERFORMANCE INFORMATION


The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURNS


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
-----------                                                              -------
2005...................................................................    7.47%
2006...................................................................   11.73%

The Class A shares' year-to-date total return as of March 31, 2007 was 2.78%.

1


AIM MODERATE ALLOCATION FUND

PERFORMANCE INFORMATION (CONTINUED)

During the periods shown in the bar chart, the highest quarterly return was 5.32% (quarter ended December 31, 2006) and the lowest quarterly return was -1.83% (quarter ended June 30, 2006).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payments 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      1          SINCE        INCEPTION
December 31, 2006)        YEAR         INCEPTION      DATE
---------------------------------------------------------------
Class A                                              04/30/04
  Return Before Taxes     5.58%        8.61%
  Return After Taxes
     on Distributions     4.47         7.86
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares               4.27         7.07
Class B                                              04/30/04
  Return Before Taxes     5.86         9.17
Class C                                              04/30/04
  Return Before Taxes     9.87         10.13
Class R                                              04/30/04
  Return Before Taxes     11.41        10.69
---------------------------------------------------------------
S&P 500--Registered
  Trademark-- Index(1)    15.78        11.77(5)      04/30/04(5)
Custom Moderate
  Allocation
  Index(1,2)              13.12        11.04(5)      04/30/04(5)
Lipper Mixed-Asset
  Target Allocation
  Moderate Funds
  Index(1,3)              12.02        9.58(5)       04/30/04(5)
Lipper Balanced Funds
  Index(1,4)              11.60        9.59(5)       04/30/04(5)
---------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C and R shares will vary.

(1) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Custom Moderate Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, two Lipper Peer Group Indices, the Lipper Mixed-Asset Target Allocation Moderate Funds Index and the Lipper Balanced Funds Index (both of which may or may not include the fund), are included for comparison to a peer group. Prior to the date of this prospectus, the fund was compared to the Lipper Balanced Funds Index; however, due to a reclassification of the fund by Lipper, the fund will now be compared to the Lipper Mixed-Asset Target Allocation Moderate Funds Index.

(2) The Custom Moderate Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. This index currently consists of the following indices: 42.5% Russell 3000--Registered Trademark-- Index, 17.5% MSCI EAFE--Registered Trademark-- Index and 40% Lehman Brothers U.S. Universal Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars.

(3) The Lipper Mixed-Asset Target Allocation Moderate Funds Index is an equally weighted representation of the largest conservative funds that by portfolio practice maintain a mix of between 40% to 60% equity securities, with the remainder invested in bonds, cash and cash equivalents.

(4) The Lipper Balanced Funds Index is an equally weighted representation of the largest funds in the Lipper Balanced Funds category. These funds have a primary objective of conserving principal by maintaining at all times a balanced portfolio of both stocks and bonds. Typically, the stock/bond ratio ranges around 60/40.

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

2


AIM MODERATE 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)    5.00%      1.00%      None(1)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                     CLASS A    CLASS B    CLASS C    CLASS R
--------------------------------------------------------------------------------
Management Fees                         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(3)                       0.28       0.28       0.28       0.28

Acquired Fund Fees and Expenses(4)      0.80       0.80       0.80       0.80

Total Annual Fund Operating Expenses    1.33       2.08       2.08       1.58

Fee Waiver(3)                           0.15       0.15       0.15       0.15

Net Annual Fund Operating Expenses      1.18       1.93       1.93       1.43
--------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

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

(3) The fund's advisor has contractually agreed to reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.12% on Class A, Class B, Class C and Class R shares. In determining the advisor's obligation to 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) dividend expenses on short sales; (iv) taxes; (v) extraordinary items; (vi) expenses related to a merger or reorganization, as approved by the fund's board of trustees; 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. These credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

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

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

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

The expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------------------------------
Class A                                     $664     $934     $1,225     $2,051
Class B                                      696      937      1,305      2,206(1)
Class C                                      296      637      1,105      2,399
Class R                                      146      484        846      1,866
--------------------------------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------------------------------
Class A                                     $664     $934     $1,225     $2,051
Class B                                      196      637      1,105      2,206(1)
Class C                                      196      637      1,105      2,399
Class R                                      146      484        846      1,866
--------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM MODERATE ALLOCATION FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed and includes the estimated indirect expenses of the underlying funds;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                     YEAR 1            YEAR 2            YEAR 3            YEAR 4            YEAR 5
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)              1.18%             1.33%             1.33%             1.33%             1.33%
Cumulative Return Before
  Expenses                           5.00%            10.25%            15.76%            21.55%            27.63%
Cumulative Return After
  Expenses                          (1.89%)            1.71%             5.44%             9.31%            13.32%
End of Year Balance             $ 9,810.99        $10,171.05        $10,544.33        $10,931.31        $11,332.49
Estimated Annual Expenses       $   663.64        $   132.88        $   137.76        $   142.81        $   148.05
---------------------------------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                   YEAR 6         YEAR 7            YEAR 8            YEAR 9         YEAR 10
Annual Expense Ratio(1)            1.33%          1.33%             1.33%             1.33%           1.33%
Cumulative Return Before
  Expenses                        34.01%         40.71%            47.75%            55.13%          62.89%
Cumulative Return After
  Expenses                        17.48%         21.80%            26.27%            30.90%          35.70%
End of Year Balance           $11,748.39     $12,179.56        $12,626.54        $13,089.94      $13,570.34
Estimated Annual Expenses     $   153.49     $   159.12        $   164.96        $   171.01      $   177.29
---------------------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                     YEAR 1            YEAR 2            YEAR 3            YEAR 4            YEAR 5
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)              1.18%             1.33%             1.33%             1.33%             1.33%
Cumulative Return Before
  Expenses                           5.00%            10.25%            15.76%            21.55%            27.63%
Cumulative Return After
  Expenses                           3.82%             7.63%            11.58%            15.68%            19.92%
End of Year Balance             $10,382.00        $10,763.02        $11,158.02        $11,567.52        $11,992.05
Estimated Annual Expenses       $   120.25        $   140.61        $   145.77        $   151.12        $   156.67
---------------------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 6         YEAR 7            YEAR 8            YEAR 9         YEAR 10
---------------------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.33%          1.33%             1.33%             1.33%           1.33%
Cumulative Return Before
  Expenses                        34.01%         40.71%            47.75%            55.13%          62.89%
Cumulative Return After
  Expenses                        24.32%         28.88%            33.61%            38.52%          43.60%
End of Year Balance           $12,432.16     $12,888.42        $13,361.42        $13,851.79      $14,360.15
Estimated Annual Expenses     $   162.42     $   168.38        $   174.56        $   180.97      $   187.61
---------------------------------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.93%        2.08%        2.08%        2.08%        2.08%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.07%        6.08%        9.18%       12.37%       15.65%
End of Year Balance           $10,307.00   $10,607.96   $10,917.72   $11,236.51   $11,564.62
Estimated Annual Expenses     $   195.96   $   217.52   $   223.87   $   230.40   $   237.13
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.08%        2.08%        2.08%        1.33%        1.33%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        19.02%       22.50%       26.08%       30.70%       35.50%
End of Year Balance           $11,902.31   $12,249.85   $12,607.55   $13,070.25   $13,549.93
Estimated Annual Expenses     $   244.06   $   251.18   $   258.52   $   170.76   $   177.02
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.93%        2.08%        2.08%        2.08%        2.08%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.07%        6.08%        9.18%       12.37%       15.65%
End of Year Balance           $10,307.00   $10,607.96   $10,917.72   $11,236.51   $11,564.62
Estimated Annual Expenses     $   195.96   $   217.52   $   223.87   $   230.40   $   237.13
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.08%        2.08%        2.08%        2.08%        2.08%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        19.02%       22.50%       26.08%       29.76%       33.55%
End of Year Balance           $11,902.31   $12,249.85   $12,607.55   $12,975.69   $13,354.58
Estimated Annual Expenses     $   244.06   $   251.18   $   258.52   $   266.07   $   273.83
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.43%        1.58%        1.58%        1.58%        1.58%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.57%        7.11%       10.78%       14.56%       18.48%
End of Year Balance           $10,357.00   $10,711.21   $11,077.53   $11,456.38   $11,848.19
Estimated Annual Expenses     $   145.55   $   166.44   $   172.13   $   178.02   $   184.11
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.58%        1.58%        1.58%        1.58%        1.58%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        22.53%       26.72%       31.06%       35.54%       40.18%
End of Year Balance           $12,253.40   $12,672.47   $13,105.87   $13,554.09   $14,017.64
Estimated Annual Expenses     $   190.40   $   196.91   $   203.65   $   210.61   $   217.82
--------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM MODERATE ALLOCATION FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

OBJECTIVE AND STRATEGIES

The fund's investment objective is to provide total return consistent with a moderate level of risk relative to the broad stock market. The fund's investment objective 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 that has a moderate level of risk relative to the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in underlying funds that invest primarily in equity securities (equity funds) and 40% of its total assets in underlying funds that invest primarily in fixed-income securities (fixed-income funds). Up to 20% of the assets that are invested in equity funds will be allocated to equity funds that invest primarily in foreign securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

RISKS

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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.

Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased

5


AIM MODERATE ALLOCATION FUND

publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Mortgage- and Asset-Backed Securities Risk--Certain of the underlying funds may invest in mortgage and asset-backed securities. These securities are subject to prepayment or call risk, which is the risk that payments from the borrower may be received earlier or later than expected due to changes in the rate at which the underlying loans are prepaid. Faster prepayments often happen when market interest rates are falling. As a result, an underlying fund may need to reinvest these early payments at lower interest rates, thereby reducing its income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the underlying loans to be outstanding for a longer time, which can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (includ-

6


AIM MODERATE ALLOCATION FUND

ing an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. 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 funds are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

- Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

- Risks Relating to Banking and Financial Services Industries--To the extent that the underlying fund is concentrated in securities of issuers in the banking and financial services industries, the underlying fund's performance will depend to a greater extent on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulations and interest rates and to economic downturns in the United States and abroad.

7


AIM MODERATE 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.

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.

AIM Floating Rate Fund, one of the underlying funds, along with numerous unrelated funds and financial institutions, has been named as a defendant in two private civil lawsuits filed in the United States Bankruptcy Court, Southern District of New York. (Enron Corp. v. J.P. Morgan Securities, Inc., et al., Case No. 01-16034(AJG) and Adelphia Communications Corp. and its Affiliate Debtors in Possession and Official Committee of Unsecured Creditors of Adelphia v. Bank of America, individually and as Agent for various Banks Party to Credit Agreements, et al., Case No. 02-41729). These lawsuits seek, respectively, avoidance of certain payments made by Enron corp. and avoidance of certain loans of Adelphia Communications Corp. The Enron lawsuit alleges that payments made to AIM Floating Rate Fund and other creditors to prepay and/or redeem certain commercial paper prior to its maturity were preferential transfers. The amount sought to be recovered from AIM Floating Rate Fund in the Enron lawsuit is the aggregate amount of the repurchases of Enron's commercial paper from AIM Floating Rate Fund during the 90 days prior to the filing by Enron of a bankruptcy petition (approximately $10 million) plus interest and Enron's court costs. The Adelphia lawsuit alleges that the purchasers of Adelphia's bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders. The amount sought to be recovered from AIM Floating Rate Fund in the Adelphia lawsuit is not specified in such lawsuit. Adelphia has also filed a bankruptcy petition. Accordingly, any recoveries by the plaintiffs in these lawsuits may result in a corresponding claim against the respective bankruptcy estate, which may be paid in part through distributions under a plan of reorganization to the extent the claim is allowed under such plan.

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

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of

8


AIM MODERATE ALLOCATION FUND

the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

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

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

PORTFOLIO MANAGER(S)

The fund is not actively managed, however, Gary K. Wendler, Director of Product Line Strategy and Investment Services 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 2004 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.

The fund's Statement of Additional Information provides additional information about the portfolio manager's investments in the fund, a description of his compensation structure, and information regarding other accounts he manages.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Moderate Allocation Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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.

9


AIM MODERATE ALLOCATION FUND

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

                                                                                CLASS A
                                                              -------------------------------------------
                                                                                          APRIL 30, 2004
                                                                    YEAR ENDED           (DATE OPERATIONS
                                                                   DECEMBER 31,           COMMENCED) TO
                                                              -----------------------      DECEMBER 31,
                                                                2006           2005            2004
                                                              --------       --------    ----------------
Net asset value, beginning of period                          $  11.49       $  10.89        $ 10.00
---------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                        0.31           0.24           0.11
---------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)          1.04           0.57           0.87
=========================================================================================================
    Total from investment operations                              1.35           0.81           0.98
=========================================================================================================
Less distributions:
  Dividends from net investment income                           (0.28)         (0.18)         (0.09)
---------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (0.33)         (0.03)         (0.00)
=========================================================================================================
    Total distributions                                          (0.61)         (0.21)         (0.09)
=========================================================================================================
Net asset value, end of period                                $  12.23       $  11.49        $ 10.89
_________________________________________________________________________________________________________
=========================================================================================================
Total return(b)                                                  11.73%          7.47%          9.85%
_________________________________________________________________________________________________________
=========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $312,300       $208,841        $71,431
_________________________________________________________________________________________________________
=========================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                  0.38%(c)       0.34%          0.40%(d)
---------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements               0.53%(c)       0.62%          0.87%(d)
=========================================================================================================
Estimated acquired fund fees from underlying funds(e)             0.80%          0.82%          0.92%
=========================================================================================================
Ratio of net investment income to average net assets              2.56%(c)       2.19%          1.56%(d)
_________________________________________________________________________________________________________
=========================================================================================================
Portfolio turnover rate(f)                                          21%             2%             1%
_________________________________________________________________________________________________________
=========================================================================================================

(a) Calculated using average shares outstanding.
(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.
(c) Ratios are based on average daily net assets of $261,165,260.
(d) Annualized.
(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.
(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

10


AIM MODERATE ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                CLASS B
                                                              -------------------------------------------
                                                                                          APRIL 30, 2004
                                                                    YEAR ENDED           (DATE OPERATIONS
                                                                   DECEMBER 31,           COMMENCED) TO
                                                              -----------------------      DECEMBER 31,
                                                                2006           2005            2004
                                                              --------       --------    ----------------
Net asset value, beginning of period                          $  11.45       $  10.87        $ 10.00
---------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                        0.21           0.16           0.06
---------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)          1.03           0.57           0.88
=========================================================================================================
    Total from investment operations                              1.24           0.73           0.94
=========================================================================================================
Less distributions:
  Dividends from net investment income                           (0.19)         (0.12)         (0.07)
---------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (0.33)         (0.03)         (0.00)
=========================================================================================================
    Total distributions                                          (0.52)         (0.15)         (0.07)
=========================================================================================================
Net asset value, end of period                                $  12.17       $  11.45        $ 10.87
_________________________________________________________________________________________________________
=========================================================================================================
Total return(b)                                                  10.86%          6.75%          9.44%
_________________________________________________________________________________________________________
=========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $146,751       $117,373        $45,846
_________________________________________________________________________________________________________
=========================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                  1.13%(c)       1.05%          1.05%(d)
---------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements               1.28%(c)       1.33%          1.52%(d)
=========================================================================================================
Estimated acquired fund fees from underlying funds(e)             0.80%          0.82%          0.92%
=========================================================================================================
Ratio of net investment income to average net assets              1.81%(c)       1.48%          0.91%(d)
_________________________________________________________________________________________________________
=========================================================================================================
Portfolio turnover rate(f)                                          21%             2%             1%
_________________________________________________________________________________________________________
=========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $133,516,828.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

11


AIM MODERATE ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                               CLASS C
                                                              ------------------------------------------
                                                                                         APRIL 30, 2004
                                                                    YEAR ENDED          (DATE OPERATIONS
                                                                   DECEMBER 31,          COMMENCED) TO
                                                              ----------------------      DECEMBER 31,
                                                                2006          2005            2004
                                                              --------       -------    ----------------
Net asset value, beginning of period                          $  11.45       $ 10.87        $ 10.00
--------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                        0.21          0.16           0.06
--------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)          1.03          0.57           0.88
========================================================================================================
    Total from investment operations                              1.24          0.73           0.94
========================================================================================================
Less distributions:
  Dividends from net investment income                           (0.19)        (0.12)         (0.07)
--------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (0.33)        (0.03)         (0.00)
========================================================================================================
    Total distributions                                          (0.52)        (0.15)         (0.07)
========================================================================================================
Net asset value, end of period                                $  12.17       $ 11.45        $ 10.87
________________________________________________________________________________________________________
========================================================================================================
Total return(b)                                                  10.86%         6.75%          9.44%
________________________________________________________________________________________________________
========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $114,828       $77,801        $27,339
________________________________________________________________________________________________________
========================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                  1.13%(c)      1.05%          1.05%(d)
--------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements               1.28%(c)      1.33%          1.52%(d)
========================================================================================================
Estimated acquired fund fees from underlying funds(e)             0.80%         0.82%          0.92%
========================================================================================================
Ratio of net investment income to average net assets              1.81%(c)      1.48%          0.91%(d)
________________________________________________________________________________________________________
========================================================================================================
Portfolio turnover rate(f)                                          21%            2%             1%
________________________________________________________________________________________________________
========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $98,068,812.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

12


AIM MODERATE ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                               CLASS R
                                                              -----------------------------------------
                                                                                        APRIL 30, 2004
                                                                   YEAR ENDED          (DATE OPERATIONS
                                                                  DECEMBER 31,          COMMENCED) TO
                                                              ---------------------      DECEMBER 31,
                                                               2006          2005            2004
                                                              -------       -------    ----------------
Net asset value, beginning of period                          $ 11.48       $ 10.89         $10.00
-------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                       0.28          0.22           0.10
-------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)         1.03          0.57           0.88
=======================================================================================================
    Total from investment operations                             1.31          0.79           0.98
=======================================================================================================
Less distributions:
  Dividends from net investment income                          (0.25)        (0.17)         (0.09)
-------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                         (0.33)        (0.03)         (0.00)
=======================================================================================================
    Total distributions                                         (0.58)        (0.20)         (0.09)
=======================================================================================================
Net asset value, end of period                                $ 12.21       $ 11.48         $10.89
_______________________________________________________________________________________________________
=======================================================================================================
Total return(b)                                                 11.41%         7.21%          9.80%
_______________________________________________________________________________________________________
=======================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $15,294       $10,332         $2,161
_______________________________________________________________________________________________________
=======================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                 0.63%(c)      0.55%          0.55%(d)
-------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements              0.78%(c)      0.83%          1.02%(d)
=======================================================================================================
Estimated acquired fund fees from underlying funds(e)            0.80%         0.82%          0.92%
=======================================================================================================
Ratio of net investment income to average net assets             2.31%(c)      1.98%          1.41%(d)
_______________________________________________________________________________________________________
=======================================================================================================
Portfolio turnover rate(f)                                         21%            2%             1%
_______________________________________________________________________________________________________
=======================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $13,057,640.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

13


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

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THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

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THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

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THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

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and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

MCF--04/07

A-12


THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

MCF--04/07

A-13


THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

MCF--04/07

A-14

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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Moderate Allocation Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     MAL-PRO-1             [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                             AIM MODERATE GROWTH ALLOCATION FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM Moderate Growth Allocation 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.


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 MODERATE GROWTH ALLOCATION FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Return                                  1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4
------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
------------------------------------------------------
Objective and Strategies                             5
Risks                                                5
DISCLOSURE OF PORTFOLIO HOLDINGS                     8
------------------------------------------------------
FUND MANAGEMENT                                      8
------------------------------------------------------
The Advisor                                          8
Advisor Compensation                                 8
Portfolio Manager(s)                                 8
OTHER INFORMATION                                    9
------------------------------------------------------
Sales Charges                                        9
Dividends and Distributions                          9
FINANCIAL HIGHLIGHTS                                10
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM MODERATE GROWTH ALLOCATION FUND

RISK/RETURN SUMMARY

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 fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a higher level of risk than the S&P 500 Index. The fund's target allocation is to invest 80% of its total assets in underlying funds that invest primarily in equity securities and 20% of its total assets in underlying funds that invest primarily in fixed-income securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk             Value Investing Risk
Equity Securities Risk         Market Capitalization Risk
Convertible Securities Risk    Active Trading Risk
Interest Rate Risk             Currency/Exchange Rate
Credit Risk                      Risk
High Yield Risk                Reinvestment Risk
Derivatives Risk               High-Coupon
Leveraging Risk                  U.S. Government
Growth Investing Risk            Agency Mortgage-
Management Risk                  Backed Securities Risk
Market Risk                    Dollar Roll Transaction
Foreign Securities Risk          Risk
U.S. Government
  Obligations Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

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. 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.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURN


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

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
2006...................................................................  14.92%

1

The Class A shares' year-to-date total return as of March 31, 2007 was 2.51%.

During the period shown in the bar chart, the highest quarterly return was 6.82% (quarter ended December 31, 2006) and the lowest quarterly return was -2.07% (quarter ended June 30, 2006).

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payments 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
-------------------------------------------------------------------------------------------
                                                                       SINCE      INCEPTION
(for the periods ended December 31, 2006)                    1 YEAR   INCEPTION     DATE
-------------------------------------------------------------------------------------------
Class A                                                                           04/29/05
  Return Before Taxes                                         8.60%     13.44%
  Return After Taxes on Distributions                         8.01      12.91
  Return After Taxes on Distributions and Sale of Fund
     Shares                                                   5.88      11.27
Class B                                                                           04/29/05
  Return Before Taxes                                         9.04      14.35
Class C                                                                           04/29/05
  Return Before Taxes                                        13.05      16.46
Class R                                                                           04/29/05
  Return Before Taxes                                        14.47      17.00
-------------------------------------------------------------------------------------------
S&P 500--Registered Trademark-- Index(1)                     15.78      15.16(4)  04/29/05(4)
Custom Moderate Growth Allocation Index(1,2)                 16.24      16.18(4)  04/29/05(4)
Lipper Mixed-Asset Target Allocation Growth Funds
  Index(1,3)                                                 13.55      12.75(4)  04/29/05(4)
-------------------------------------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C and R shares will vary.

(1) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Custom Moderate Growth Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Mixed-Asset Target Allocation Growth Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(2) The Custom Moderate Growth Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. This index currently consists of the following indices: 55.5% Russell 3000--Registered Trademark-- Index, 22% MSCI EAFE--Registered Trademark-- Index, 2.5% FTSE NAREIT Equity REITs Index and 20% Lehman Brothers U.S. Universal Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America:
Europe, Australasia, and the Far East. The FTSE NAREIT Equity REITs Index is a market-cap weighted index of all equity REITs traded on the NYSE, NASDAQ National Market System, and the American Stock Exchange. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars.

(3) The Lipper Mixed-Asset Target Allocation Growth Funds Index is an equally weighted representation of the largest conservative funds that by portfolio practice maintain a mix of between 60% to 80% equity securities, with the remainder invested in bonds, cash and cash equivalents.

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

2


AIM MODERATE GROWTH 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)      5.00%      1.00%      None(1)
------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                          CLASS A   CLASS B   CLASS C   CLASS R
--------------------------------------------------------------------------------
Management Fees                             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(3)                           0.46      0.46      0.46      0.46

Acquired Fund Fees and Expenses(4)          0.82      0.82      0.82      0.82

Total Annual Fund Operating Expenses        1.53      2.28      2.28      1.78

Fee Waiver(3)                               0.33      0.33      0.33      0.33

Net Annual Fund Operating Expenses          1.20      1.95      1.95      1.45
--------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

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

(3) The fund's advisor has contractually agreed to reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.12% on Class A, Class B, Class C and Class R shares. In determining the advisor's obligation to 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) dividend expense on short sales; (iv) taxes; (v) extraordinary items; (vi) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; 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. These credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

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

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

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

The expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
-------------------------------------------------------------
Class A                                     $666     $976     $1,309     $2,247
Class B                                      698      981      1,390      2,401(1)
Class C                                      298      681      1,190      2,590
Class R                                      148      528        934      2,067
--------------------------------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $666     $976     $1,309     $2,247
Class B                                      198      681      1,190      2,401(1)
Class C                                      198      681      1,190      2,590
Class R                                      148      528        934      2,067
--------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM MODERATE GROWTH ALLOCATION FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed and includes the estimated indirect expenses of the underlying funds;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------
Annual Expense Ratio(1)         1.20%        1.53%        1.53%        1.53%        1.53%
Cumulative Return Before
  Expenses                      5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                     (1.91%)       1.49%        5.02%        8.66%       12.43%
End of Year Balance        $ 9,809.10   $10,149.48   $10,501.66   $10,866.07   $11,243.12
Estimated Annual Expenses  $   665.55   $   152.68   $   157.98   $   163.46   $   169.14
-----------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
Annual Expense Ratio(1)         1.53%        1.53%        1.53%        1.53%        1.53%
Cumulative Return Before
  Expenses                     34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                     16.33%       20.37%       24.55%       28.87%       33.34%
End of Year Balance        $11,633.26   $12,036.93   $12,454.61   $12,886.79   $13,333.96
Estimated Annual Expenses  $   175.00   $   181.08   $   187.36   $   193.86   $   200.59
-----------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)               YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
----------------------------------------------------------------------------------------
Annual Expense Ratio(1)        1.20%        1.53%        1.53%        1.53%        1.53%
Cumulative Return Before
  Expenses                     5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                     3.80%        7.40%       11.13%       14.98%       18.97%
End of Year Balance       $10,380.00   $10,740.19   $11,112.87   $11,498.49   $11,897.48
Estimated Annual
  Expenses                $   122.28   $   161.57   $   167.18   $   172.98   $   178.98
----------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)               YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
----------------------------------------------------------------------------------------
Annual Expense Ratio(1)        1.53%        1.53%        1.53%        1.53%        1.53%
Cumulative Return Before
  Expenses                    34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                    23.10%       27.37%       31.79%       36.37%       41.10%
End of Year Balance       $12,310.33   $12,737.50   $13,179.49   $13,636.81   $14,110.01
Estimated Annual
  Expenses                $   185.19   $   191.62   $   198.26   $   205.14   $   212.26
----------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.95%        2.28%        2.28%        2.28%        2.28%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.05%        5.85%        8.73%       11.69%       14.73%
End of Year Balance           $10,305.00   $10,585.30   $10,873.22   $11,168.97   $11,472.76
Estimated Annual Expenses     $   197.97   $   238.15   $   244.63   $   251.28   $   258.12
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.28%        2.28%        2.28%        1.53%        1.53%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        17.85%       21.05%       24.35%       28.66%       33.13%
End of Year Balance           $11,784.82   $12,105.37   $12,434.64   $12,866.12   $13,312.57
Estimated Annual Expenses     $   265.14   $   272.35   $   279.76   $   193.55   $   200.27
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.95%        2.28%        2.28%        2.28%        2.28%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.05%        5.85%        8.73%       11.69%       14.73%
End of Year Balance           $10,305.00   $10,585.30   $10,873.22   $11,168.97   $11,472.76
Estimated Annual Expenses     $   197.97   $   238.15   $   244.63   $   251.28   $   258.12
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.28%        2.28%        2.28%        2.28%        2.28%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        17.85%       21.05%       24.35%       27.73%       31.20%
End of Year Balance           $11,784.82   $12,105.37   $12,434.64   $12,772.86   $13,120.28
Estimated Annual Expenses     $   265.14   $   272.35   $   279.76   $   287.37   $   295.18
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.45%        1.78%        1.78%        1.78%        1.78%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.55%        6.88%       10.33%       13.88%       17.55%
End of Year Balance           $10,355.00   $10,688.43   $11,032.60   $11,387.85   $11,754.54
Estimated Annual Expenses     $   147.57   $   187.29   $   193.32   $   199.54   $   205.97
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.78%        1.78%        1.78%        1.78%        1.78%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        21.33%       25.24%       29.27%       33.43%       37.73%
End of Year Balance           $12,133.03   $12,523.72   $12,926.98   $13,343.23   $13,772.88
Estimated Annual Expenses     $   212.60   $   219.45   $   226.51   $   233.80   $   241.33
--------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM MODERATE GROWTH ALLOCATION FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

OBJECTIVE AND STRATEGIES

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 fund's investment objective 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 that has a higher level of risk than the S&P 500 Index. The fund's target allocation is to invest 80% of its total assets in underlying funds that invest primarily in equity securities and 20% of its total assets in underlying funds that invest primarily in fixed-income securities. Approximately 22% of the assets that are invested in equity funds will be allocated to equity funds that invest primarily in foreign securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

RISKS

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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.

Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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.

5


AIM MODERATE GROWTH ALLOCATION FUND

- Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to

6


AIM MODERATE GROWTH ALLOCATION FUND

the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for an underlying fund to establish or close out a position in these securities at prevailing market prices.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. 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 funds are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

7


AIM MODERATE GROWTH 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.

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) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlement. These two fair funds may increase as a result of contributions from third parties who reach final settlements with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

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

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

PORTFOLIO MANAGER(S)

The fund is not actively managed, however, Gary K. Wendler, Director of Product Line Strategy and Investment Services 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

8


AIM MODERATE GROWTH ALLOCATION FUND

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.

The fund's Statement of Additional Information provides additional information about the portfolio manager's investments in the fund, a description of his compensation structure, and information regarding other accounts he manages.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Moderate Growth Allocation Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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.

9


AIM MODERATE GROWTH ALLOCATION FUND

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

                                                                            CLASS A
                                                              -----------------------------------
                                                                                  APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                               YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,         DECEMBER 31,
                                                                  2006                 2005
                                                              ------------       ----------------
Net asset value, beginning of period                            $  11.35             $ 10.06
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                          0.24                0.20
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)            1.45                1.19
=================================================================================================
    Total from investment operations                                1.69                1.39
=================================================================================================
Less distributions:
  Dividends from net investment income                             (0.16)              (0.10)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                            (0.14)              (0.00)
=================================================================================================
    Total distributions                                            (0.30)              (0.10)
=================================================================================================
Net asset value, end of period                                  $  12.74             $ 11.35
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                    14.92%              13.78%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $130,088             $33,667
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                    0.38%(c)            0.37%(d)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                 0.71%(c)            1.16%(d)
=================================================================================================
Estimated acquired fund fees from underlying funds(e)               0.82%               0.78%
=================================================================================================
Ratio of net investment income to average net assets                1.97%(c)            2.65%(d)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                            21%                  1%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $79,926,492.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

10


AIM MODERATE GROWTH ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS B
                                                              -----------------------------------
                                                                                  APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                               YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,         DECEMBER 31,
                                                                  2006                 2005
                                                              ------------       ----------------
Net asset value, beginning of period                            $ 11.32              $ 10.06
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.15                 0.14
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           1.44                 1.19
=================================================================================================
    Total from investment operations                               1.59                 1.33
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.10)               (0.07)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.14)               (0.00)
=================================================================================================
    Total distributions                                           (0.24)               (0.07)
=================================================================================================
Net asset value, end of period                                  $ 12.67              $ 11.32
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                   14.04%               13.26%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $52,329              $17,221
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   1.13%(c)             1.12%(d)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                1.46%(c)             1.91%(d)
=================================================================================================
Estimated acquired fund fees from underlying funds(e)              0.82%                0.78%
=================================================================================================
Ratio of net investment income to average net assets               1.22%(c)             1.90%(d)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           21%                   1%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $35,351,451.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

11


AIM MODERATE GROWTH ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS C
                                                              -----------------------------------
                                                                                  APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                               YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,         DECEMBER 31,
                                                                  2006                 2005
                                                              ------------       ----------------
Net asset value, beginning of period                            $ 11.31              $ 10.06
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.15                 0.14
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           1.44                 1.18
=================================================================================================
    Total from investment operations                               1.59                 1.32
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.10)               (0.07)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.14)               (0.00)
=================================================================================================
    Total distributions                                           (0.24)               (0.07)
=================================================================================================
Net asset value, end of period                                  $ 12.66              $ 11.31
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                   14.05%               13.16%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $42,266              $11,656
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   1.13%(c)             1.12%(d)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                1.46%(c)             1.91%(d)
=================================================================================================
Estimated acquired fund fees from underlying funds(e)              0.82%                0.78%
=================================================================================================
Ratio of net investment income to average net assets               1.22%(c)             1.90%(d)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           21%                   1%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $26,405,688.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

12


AIM MODERATE GROWTH ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS R
                                                              -----------------------------------
                                                                                  APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                               YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,         DECEMBER 31,
                                                                  2006                 2005
                                                              ------------       ----------------
Net asset value, beginning of period                             $11.34               $10.06
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.21                 0.18
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           1.43                 1.19
=================================================================================================
    Total from investment operations                               1.64                 1.37
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.14)               (0.09)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.14)               (0.00)
=================================================================================================
    Total distributions                                           (0.28)               (0.09)
=================================================================================================
Net asset value, end of period                                   $12.70               $11.34
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                   14.47%               13.61%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $2,378               $  380
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   0.63%(c)             0.62%(d)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                0.96%(c)             1.41%(d)
=================================================================================================
Estimated acquired fund fees from underlying funds(e)              0.82%                0.78%
=================================================================================================
Ratio of net investment income to average net assets               1.72%(c)             2.40%(d)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           21%                   1%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $1,331,211.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

13


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

MCF--04/07

A-2


THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

MCF--04/07

A-3


THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


MCF--04/07

A-4


THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

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rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

MCF--04/07

A-11


THE AIM FUNDS

and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

MCF--04/07

A-12


THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

MCF--04/07

A-13


THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

MCF--04/07

A-14

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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Moderate Growth Allocation Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     MGAL-PRO-1            [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                     AIM MODERATELY CONSERVATIVE ALLOCATION FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM Moderately Conservative Allocation Fund's investment objective is to provide total return consistent with a lower level of risk relative to the broad stock market.


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 MODERATELY CONSERVATIVE ALLOCATION FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Return                                  1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4
------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
------------------------------------------------------
Objective and Strategies                             5
Risks                                                5
DISCLOSURE OF PORTFOLIO HOLDINGS                     8
------------------------------------------------------
FUND MANAGEMENT                                      8
------------------------------------------------------
The Advisor                                          8
Advisor Compensation                                 9
Portfolio Manager(s)                                 9
OTHER INFORMATION                                    9
------------------------------------------------------
Sales Charges                                        9
Dividends and Distributions                          9
FINANCIAL HIGHLIGHTS                                10
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM MODERATELY CONSERVATIVE ALLOCATION FUND

RISK/RETURN SUMMARY

The fund's investment objective is to provide total return consistent with a lower level of risk relative to the broad stock market.

The fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a lower level of risk than the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in underlying funds that invest primarily in fixed-income securities and 40% of its total assets in underlying funds that invest primarily in equity securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk             Active Trading Risk
Interest Rate Risk             Market Risk
Credit Risk                    U.S. Government Obligations
                                 Risk
High-Coupon U.S.
  Government Agency            Foreign Securities Risk
  Mortgage-Backed
  Securities Risk              High Yield Risk
Mortgage- and Asset-Backed     Derivatives Risk
  Securities Risk
                               Management Risk
Equity Securities Risk
                               Currency/Exchange Rate   Risk
Convertible Securities Risk
                               Reverse Repurchase
Value Investing Risk             Agreement Risk
Growth Investing Risk          Reinvestment Risk
Non-Diversification Risk       Dollar Roll Transaction
                                 Risk
Leveraging Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

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. 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.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURN


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

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
2006...................................................................   8.13%

The Class A shares' year-to-date total return as of March 31, 2007 was 2.07%.

During the period shown in the bar chart, the highest quarterly return was 3.82% (quarter ended December 31, 2006) and the lowest quarterly return was -1.47% (quarter ended June 30, 2006).

1


AIM MODERATELY CONSERVATIVE ALLOCATION FUND

PERFORMANCE TABLE

The following performance table compares the fund's performance to that of a broad-based securities market index, a style specific index and a peer group index. The fund's performance reflects payment of sales loads, if applicable. The indices may not reflect payments 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
-------------------------------------------------------------------------------------------
                                                                       SINCE      INCEPTION
(for the periods ended December 31, 2006)                    1 YEAR   INCEPTION     DATE
-------------------------------------------------------------------------------------------
Class A                                                                           04/29/05
  Return Before Taxes                                         2.15%      5.50%
  Return After Taxes on Distributions                         1.16       4.63
  Return After Taxes on Distributions and Sale of Fund
     Shares                                                   1.57       4.24
Class B                                                                           04/29/05
  Return Before Taxes                                         2.29       6.00
Class C                                                                           04/29/05
  Return Before Taxes                                         6.29       8.28
Class R                                                                           04/29/05
  Return Before Taxes                                         7.84       8.83
-------------------------------------------------------------------------------------------
S&P 500--Registered Trademark-- Index(1)                     15.78      15.16(4)  04/29/05(4)
Custom Moderately Conservative Allocation Index(1,2)          9.95       9.61(4)  04/29/05(4)
Lipper Mixed-Asset Target Allocation Conservative Funds
  Index(1,3)                                                  8.80       8.77(4)  04/29/05(4)
-------------------------------------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C and R shares will vary.

(1) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Custom Moderately Conservative Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Mixed-Asset Target Allocation Conservative Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(2) The Custom Moderately Conservative Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. This index currently consists of the following indices: 32.5% Russell 3000--Registered Trademark-- Index, 7.5% MSCI EAFE--Registered Trademark-- Index and 60% Lehman Brothers U.S. Universal Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars.

(3) The Lipper Mixed-Asset Target Allocation Conservative Funds Index is an equally weighted representation of the largest conservative funds that by portfolio practice maintain a mix of between 20% to 40% equity securities, with the remainder invested in bonds, cash and cash equivalents.

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

2


AIM MODERATELY CONSERVATIVE 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)    5.00%      1.00%      None(1)
--------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(2)
--------------------------------------------------------------------------------
(expenses that are deducted
from fund assets)                          CLASS A   CLASS B   CLASS C   CLASS R
--------------------------------------------------------------------------------
Management Fees                             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(3)                           1.12      1.12      1.12      1.12

Acquired Fund Fees and Expenses(4)          0.74      0.74      0.74      0.74

Total Annual Fund Operating Expenses        2.11      2.86      2.86      2.36

Fee Waiver(3)                               0.97      0.97      0.97      0.97

Net Annual Fund Operating Expenses          1.14      1.89      1.89      1.39
--------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

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

(3) The fund's advisor has contractually agreed to reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.14% on Class A, Class B, Class C and Class R shares. In determining the advisor's obligation to 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; (vi) expenses related to a merger or reorganization, as approved by the fund's board of trustees; 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. These credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

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

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

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

The expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $660    $1,086    $1,537     $2,785
Class B                                      692     1,094     1,623      2,936(1)
Class C                                      292       794     1,423      3,116
Class R                                      142       644     1,172      2,622
--------------------------------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $660    $1,086    $1,537     $2,785
Class B                                      192       794     1,423      2,936(1)
Class C                                      192       794     1,423      3,116
Class R                                      142       644     1,172      2,622
--------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

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AIM MODERATELY CONSERVATIVE ALLOCATION FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- The fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed and includes the estimated indirect expenses of the underlying funds;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.14%        2.11%        2.11%        2.11%        2.11%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                        (1.85%)       0.98%        3.90%        6.91%        9.99%
End of Year Balance           $ 9,814.77   $10,098.42   $10,390.26   $10,690.54   $10,999.50
Estimated Annual Expenses     $   659.81   $   210.08   $   216.16   $   222.40   $   228.83
--------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
Annual Expense Ratio(1)            2.11%        2.11%        2.11%        2.11%        2.11%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        13.17%       16.44%       19.81%       23.27%       26.83%
End of Year Balance           $11,317.38   $11,644.45   $11,980.98   $12,327.23   $12,683.49
Estimated Annual Expenses     $   235.44   $   242.25   $   249.25   $   256.45   $   263.86
--------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.14%        2.11%        2.11%        2.11%        2.11%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.86%        6.86%        9.95%       13.13%       16.40%
End of Year Balance           $10,386.00   $10,686.16   $10,994.99   $11,312.74   $11,639.68
Estimated Annual Expenses     $   116.20   $   222.31   $   228.74   $   235.35   $   242.15
--------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.11%        2.11%        2.11%        2.11%        2.11%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        19.76%       23.22%       26.78%       30.45%       34.22%
End of Year Balance           $11,976.07   $12,322.17   $12,678.28   $13,044.69   $13,421.68
Estimated Annual Expenses     $   249.15   $   256.35   $   263.75   $   271.38   $   279.22
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.89%        2.86%        2.86%        2.86%        2.86%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.11%        5.32%        7.57%        9.87%       12.22%
End of Year Balance           $10,311.00   $10,531.66   $10,757.03   $10,987.23   $11,222.36
Estimated Annual Expenses     $   191.94   $   298.05   $   304.43   $   310.94   $   317.60
--------------------------------------------------------------------------------------------

CLASS B(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.86%        2.86%        2.86%        2.11%        2.11%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        14.63%       17.08%       19.58%       23.04%       26.60%
End of Year Balance           $11,462.52   $11,707.82   $11,958.36   $12,303.96   $12,659.54
Estimated Annual Expenses     $   324.39   $   331.34   $   338.43   $   255.97   $   263.36
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.89%        2.86%        2.86%        2.86%        2.86%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.11%        5.32%        7.57%        9.87%       12.22%
End of Year Balance           $10,311.00   $10,531.66   $10,757.03   $10,987.23   $11,222.36
Estimated Annual Expenses     $   191.94   $   298.05   $   304.43   $   310.94   $   317.60
--------------------------------------------------------------------------------------------

CLASS C(2)                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.86%        2.86%        2.86%        2.86%        2.86%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        14.63%       17.08%       19.58%       22.14%       24.76%
End of Year Balance           $11,462.52   $11,707.82   $11,958.36   $12,214.27   $12,475.66
Estimated Annual Expenses     $   324.39   $   331.34   $   338.43   $   345.67   $   353.07
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            1.39%        2.36%        2.36%        2.36%        2.36%
Cumulative Return Before
  Expenses                         5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                         3.61%        6.35%        9.15%       12.03%       14.99%
End of Year Balance           $10,361.00   $10,634.53   $10,915.28   $11,203.45   $11,499.22
Estimated Annual Expenses     $   141.51   $   247.75   $   254.29   $   261.00   $   267.89
--------------------------------------------------------------------------------------------

CLASS R                         YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------
Annual Expense Ratio(1)            2.36%        2.36%        2.36%        2.36%        2.36%
Cumulative Return Before
  Expenses                        34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                        18.03%       21.14%       24.34%       27.62%       30.99%
End of Year Balance           $11,802.80   $12,114.39   $12,434.21   $12,762.47   $13,099.40
Estimated Annual Expenses     $   274.96   $   282.22   $   289.67   $   297.32   $   305.17
--------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

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AIM MODERATELY CONSERVATIVE ALLOCATION FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS

OBJECTIVE AND STRATEGIES

The fund's investment objective is to provide total return consistent with a lower level of risk relative to the broad stock market. The fund's investment objective 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 that has a lower level of risk than the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in underlying funds that invest primarily in fixed-income securities and 40% of its total assets in underlying funds that invest primarily in equity securities. The fund may invest its cash allocation directly in cash equivalents and U.S. government securities rather than a money market fund.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

RISKS

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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.

Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors

5


AIM MODERATELY CONSERVATIVE ALLOCATION FUND

including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. 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 funds are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Mortgage- and Asset-Backed Securities Risk--Certain of the underlying funds may invest in mortgage and asset-backed securities. These securities are subject to prepayment or call risk, which is the risk that payments from the borrower may be received earlier or later than expected due to changes in the rate at which the underlying loans are prepaid. Faster prepayments often happen when market interest rates are falling. As a result, an underlying fund may need to reinvest these early payments at lower interest rates, thereby reducing its income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the underlying loans to be outstanding for a longer time, which can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries

6


AIM MODERATELY CONSERVATIVE ALLOCATION FUND

with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

- Reverse Repurchase Agreement Risk--Reverse repurchase agreements are agreements that involve the sale by the underlying fund of securities to financial institutions such as banks and broker-dealers, with an agreement that the underlying fund will repurchase the securities at an agreed upon price and date. Reverse repurchase agreements involve the risk that the market value of securities to be purchased by the underlying fund may decline below the price at which the fund is obligated to repurchase the securities, or that the other party may default on its obligation, so that the underlying fund is delayed or prevented from completing the transaction. In the event the buyer of securities under a reverse repurchase agreement 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 underlying fund's obligation to repurchase the securities.

- Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the

7


AIM MODERATELY CONSERVATIVE ALLOCATION FUND

securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT

THE ADVISOR

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.

AIM Floating Rate Fund, one of the underlying funds, along with numerous unrelated funds and financial institutions, has been named as a defendant in two private civil lawsuits filed in the United States Bankruptcy Court, Southern District of New York. (Enron Corp. v. J.P. Morgan Securities, Inc., et al., Case No. 01-16034(AJG) and Adelphia Communications Corp. and its Affiliate Debtors in Possession and Official Committee of Unsecured Creditors of Adelphia v. Bank of America, individually and as Agent for various Banks Party to Credit Agreements, et al., Case No. 02-41729). These lawsuits seek, respectively, avoidance of certain payments made by Enron corp. and avoidance of certain loans of Adelphia Communications Corp. The Enron lawsuit alleges that payments made to AIM Floating Rate Fund and other creditors to prepay and/or redeem certain commercial paper prior to its maturity were preferential transfers. The amount sought to be recovered from AIM Floating Rate Fund in the Enron lawsuit is the aggregate amount of the repurchases of Enron's commercial paper from AIM Floating Rate Fund during the 90 days prior to the filing by Enron of a bankruptcy petition (approximately $10 million) plus interest and Enron's court costs. The Adelphia lawsuit alleges that the purchasers of Adelphia's bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders. The amount sought to be recovered from AIM Floating Rate Fund in the Adelphia lawsuit is not specified in such lawsuit. Adelphia has also filed a bankruptcy petition. Accordingly, any recoveries by the plaintiffs in these lawsuits may result in a corresponding claim against the respective bankruptcy estate, which may be paid in part through distributions under a plan of reorganization to the extent the claim is allowed under such plan.

On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlement. These two fair funds may increase as a result of contributions from third parties who reach final settlements

8


AIM MODERATELY CONSERVATIVE ALLOCATION FUND

with the SEC or other regulators to resolve allegations of market timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

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

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

PORTFOLIO MANAGER(S)

The fund is not actively managed, however, Gary K. Wendler, Director of Product Line Strategy and Investment Services 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.

The fund's Statement of Additional Information provides additional information about the portfolio manager's investments in the fund, a description of his compensation structure, and information regarding other accounts he manages.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Moderately Conservative Allocation Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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.

9


AIM MODERATELY CONSERVATIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

                                                                            CLASS A
                                                              -----------------------------------
                                                                                  APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                               YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,         DECEMBER 31,
                                                                  2006                 2005
                                                              ------------       ----------------
Net asset value, beginning of period                            $ 10.60               $10.03
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.36                 0.22
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           0.50                 0.49
=================================================================================================
    Total from investment operations                               0.86                 0.71
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.27)               (0.13)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.10)               (0.01)
=================================================================================================
    Total distributions                                           (0.37)               (0.14)
=================================================================================================
Net asset value, end of period                                  $ 11.09               $10.60
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                    8.13%                7.01%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                        $21,713               $8,489
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   0.40%(c)             0.40%(e)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                1.37%(c)             2.81%(e)
=================================================================================================
Estimated acquired fund fees from underlying fund
  expenses(d)                                                      0.74%                0.69%
=================================================================================================
Ratio of net investment income to average net assets               3.26%(c)             3.04%(e)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           29%                   5%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $15,978,257.

(d) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(e) Annualized.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

10


AIM MODERATELY CONSERVATIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS B
                                                              -----------------------------------
                                                                                 APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                              YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,       DECEMBER 31,
                                                                2006                2005
                                                              ------------       ----------------
Net asset value, beginning of period                             $10.57               $10.03
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.27                 0.16
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           0.50                 0.49
=================================================================================================
    Total from investment operations                               0.77                 0.65
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.21)               (0.10)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.10)               (0.01)
=================================================================================================
    Total distributions                                           (0.31)               (0.11)
=================================================================================================
Net asset value, end of period                                   $11.03               $10.57
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                    7.29%                6.49%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $7,916               $3,904
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   1.15%(c)             1.14%(e)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                2.12%(c)             3.55%(e)
=================================================================================================
Estimated acquired fund fees from underlying fund
  expenses(d)                                                      0.74%                0.69%
=================================================================================================
Ratio of net investment income to average net assets               2.51%(c)             2.30%(e)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           29%                   5%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $6,095,097.

(d) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(e) Annualized.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

11


AIM MODERATELY CONSERVATIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS C
                                                              -----------------------------------
                                                                                 APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                              YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,       DECEMBER 31,
                                                                2006                2005
                                                              ------------       ----------------
Net asset value, beginning of period                             $10.57               $10.03
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.27                 0.16
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           0.50                 0.49
=================================================================================================
    Total from investment operations                               0.77                 0.65
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.21)               (0.10)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.10)               (0.01)
=================================================================================================
    Total distributions                                           (0.31)               (0.11)
=================================================================================================
Net asset value, end of period                                   $11.03               $10.57
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                    7.29%                6.49%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $8,833               $2,893
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   1.15%(c)             1.14%(e)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                2.12%(c)             3.55%(e)
=================================================================================================
Estimated acquired fund fees from underlying fund
  expenses(d)                                                      0.74%                0.69%
=================================================================================================
Ratio of net investment income to average net assets               2.51%(c)             2.30%(e)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           29%                   5%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $5,759,731.

(d) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(e) Annualized.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

12


AIM MODERATELY CONSERVATIVE ALLOCATION FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS R
                                                              -----------------------------------
                                                                                 APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                              YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,       DECEMBER 31,
                                                                2006                2005
                                                              ------------       ----------------
Net asset value, beginning of period                             $10.59               $10.03
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.33                 0.20
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           0.50                 0.49
=================================================================================================
    Total from investment operations                               0.83                 0.69
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.25)               (0.12)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.10)               (0.01)
=================================================================================================
    Total distributions                                           (0.35)               (0.13)
=================================================================================================
Net asset value, end of period                                   $11.07               $10.59
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                    7.84%                6.84%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $  495               $  144
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   0.65%(c)             0.64%(e)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                1.62%(c)             3.05%(e)
=================================================================================================
Estimated acquired fund fees from underlying fund
  expenses(d)                                                      0.74%                0.69%
=================================================================================================
Ratio of net investment income to average net assets               3.01%(c)             2.80%(e)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           29%                   5%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $307,080.

(d) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(e) Annualized.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

13


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

MCF--04/07

A-2


THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

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THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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THE AIM FUNDS

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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THE AIM FUNDS

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

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THE AIM FUNDS

and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

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THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

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THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

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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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Moderately Conservative Allocation Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     MCAL-PRO-1            [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                                       AIM SMALL CAP GROWTH FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

AIM Small Cap Growth Fund's investment objective is to provide long-term growth of capital.


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

Investor Class shares offered by this prospectus are offered only to grandfathered investors. Please see the section of the prospectus entitled "General Information--Share Class Eligibility--Investor Class Shares."

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.

As of the close of business on March 18, 2002, the fund limited public sales of its shares to certain investors.



AIM SMALL CAP GROWTH FUND

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              1
------------------------------------------------------
Annual Total Returns                                 1
Performance Table                                    2
FEE TABLE AND EXPENSE EXAMPLE                        3
------------------------------------------------------
Fee Table                                            3
Expense Example                                      3
------------------------------------------------------
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        4
------------------------------------------------------
INVESTMENT OBJECTIVE, STRATEGIES AND RISKS           5
------------------------------------------------------
Objective and Strategies                             5
Risks                                                5
------------------------------------------------------
DISCLOSURE OF PORTFOLIO HOLDINGS                     7
------------------------------------------------------
FUND MANAGEMENT                                      7
------------------------------------------------------
The Advisor                                          7
Advisor Compensation                                 7
Portfolio Manager(s)                                 8
OTHER INFORMATION                                    8
------------------------------------------------------
Sales Charges                                        8
Dividends and Distributions                          8
Limited Fund Offering                                8
FINANCIAL HIGHLIGHTS                                 9
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Choosing a Share Class                             A-1
Share Class Eligibility                            A-1
Distribution and Service (12b-1) Fees              A-2
Initial Sales Charges (Class A Shares
  Only)                                            A-2
Contingent Deferred Sales Charges (CDSCs)          A-4
Redemption Fees                                    A-5
Purchasing Shares                                  A-6
Redeeming Shares                                   A-8
Exchanging Shares                                  A-9
Rights Reserved by the Funds                      A-10
Pricing of Shares                                 A-10
Taxes                                             A-12
Payments to Financial Advisors                    A-12
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-13
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



AIM SMALL CAP GROWTH FUND

RISK/RETURN SUMMARY

The fund's investment objective is long-term growth of capital.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of small-capitalization companies. In selecting securities for the fund's portfolio, the portfolio managers seek to identify those companies that have strong earnings growth or demonstrate other potential for growth of capital.

The fund may invest up to 25% of its total assets in foreign securities. 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.

Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are:

Market Risk                                                   Leveraging Risk
Equity Securities Risk                                        Growth Investing Risk
Market Capitalization Risk                                    Foreign Securities Risk
Convertible Securities Risk                                   Interest Rate Risk
U.S. Government                                               Credit Risk
  Obligations Risk
                                                              Management Risk
Derivatives Risk
                                                              IPO Investment Risk

Please see "Investment Objective, Strategies and Risks" for a description of these risks.

There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests.

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

PERFORMANCE INFORMATION

The bar chart and table shown below provide an indication of the risks of investing in the fund. The fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURNS(1)

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

                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURNS
-----------                                                              -------
1997...................................................................   16.22%
1998...................................................................   23.15%
1999...................................................................   90.64%
2000...................................................................   -0.74%
2001...................................................................  -13.79%
2002...................................................................  -28.01%
2003...................................................................   39.12%
2004...................................................................    6.81%
2005...................................................................    8.32%
2006...................................................................   14.30%

(1) The fund's return during certain periods was positively impacted by its investments in initial public offerings (IPOs). There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus.

The Class A shares' year-to-date total return as of March 31, 2007 was 4.45%.

During the periods shown in the bar chart, the highest quarterly return was 38.10% (quarter ended December 31, 1999) and the lowest quarterly return was -24.41% (quarter ended September 30, 2001).

1


AIM SMALL CAP GROWTH FUND

PERFORMANCE INFORMATION (CONTINUED)

PERFORMANCE TABLE

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

AVERAGE ANNUAL TOTAL RETURNS(1)
--------------------------------------------------------------------------------------
(for the periods ended     1           5           10          SINCE       INCEPTION
December 31, 2006)        YEAR        YEARS       YEARS        INCEPTION(2)   DATE
--------------------------------------------------------------------------------------
Class A                                                                     10/18/95
  Return Before Taxes     8.02%       4.59%       11.32%       --
  Return After Taxes
     on Distributions     6.88        4.14        10.57        --
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares               6.76        3.93        9.79         --
Class B                                                                     10/18/95
  Return Before Taxes     8.42        4.64        11.31        --
Class C                                                                     05/03/99
  Return Before Taxes     12.47       4.98          --         7.82%
Class R(3)                                                                  10/18/95(3)
  Return Before Taxes     14.04       5.52        11.73        --
Investor Class(4)                                                           10/18/95(4)
  Return Before Taxes     14.26       5.77        11.95
--------------------------------------------------------------------------------------
S&P 500--Registered
  Trademark-- Index(5)    15.78       6.19        8.42         --
Russell
  2000--Registered
  Trademark-- Growth
  Index(5,6)              13.35       6.93        4.88         --
Lipper Small-Cap
  Growth Funds
  Index(5,7)              10.65       6.23        6.94         --
--------------------------------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts. After-tax returns are shown for Class A shares only and after-tax returns for Class B, C, R and Investor Class shares will vary.

(1) The fund's return during certain periods was positively impacted by its investments in IPOs. There can be no assurance that the fund will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus.
(2) Since Inception performance is only provided for a class with less than ten calendar years of performance.
(3) The return shown for the one year period is the historical performance of the fund's Class R shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Class R shares since their inception and the restated historical performance of the fund's Class A shares (for 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 fund's Class A shares. The inception date of the fund's Class R shares is June 3, 2002.
(4) The returns shown are the blended returns of the historical performance of the fund's Investor Class shares since their inception and the restated historical performance of the fund's Class A shares (for periods prior to the inception of the Investor Class shares) at net asset value. The inception date shown in the table is that of the fund's Class A shares. The inception date of the fund's Investor Class shares is April 7, 2006.

(5) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance. The fund has also included the Russell 2000 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 Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(6) The Russell 2000 Growth Index measures the performance of those Russell 2000--Registered Trademark-- Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000 Index is comprised of the smallest 2,000 stocks in the Russell 3000--Registered Trademark-- Index. This index is widely regarded as representative of small-cap stocks. The Russell 3000 Index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market.

(7) The Lipper Small-Cap Growth Funds Index is an equally weighted representation of the 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. The SuperComposite 1500 Index is a market cap weighted index made up of 1500 liquid securities of companies with market capitalizations of $300 million and above, and represents the small-, mid-, and large-cap markets. 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. The S&P SmallCap 600 Index consists of 600 small cap domestic stocks chosen for market size, liquidity, (bid-asked spread, ownership, share turnover and number of no trade days) and industry group representation. It is a market-value weighted index, with each stock's weight in the Index proportionate to its market value.

2


AIM SMALL CAP GROWTH FUND

FEE TABLE AND EXPENSE EXAMPLE

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

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

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

ANNUAL FUND OPERATING EXPENSES(2)
-----------------------------------------------------------------------------------
(expenses that are deducted                CLASS   CLASS   CLASS   CLASS   INVESTOR
from fund assets)                           A       B       C       R      CLASS
-----------------------------------------------------------------------------------
Management Fees                            0.70%   0.70%   0.70%   0.70%     0.70%

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

Other Expenses                             0.30    0.30    0.30    0.30      0.31

Acquired Fund Fees and Expenses            0.00    0.00    0.00    0.00      0.00
Total Annual Fund
Operating Expenses                         1.25    2.00    2.00    1.50      1.26
-----------------------------------------------------------------------------------

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)".

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

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 expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year;

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge).

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $670     $925     $1,199     $1,978
Class B                                      703      927      1,278      2,134(1)
Class C                                      303      627      1,078      2,327
Class R                                      153      474        818      1,791
Investor Class                               128      400        692      1,523
--------------------------------------------------------------------------------

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

                                           1 YEAR   3 YEARS   5 YEARS   10 YEARS
--------------------------------------------------------------------------------
Class A                                     $670     $925     $1,199     $1,978
Class B                                      203      627      1,078      2,134(1)
Class C                                      203      627      1,078      2,327
Class R                                      153      474        818      1,791
Investor Class                               128      400        692      1,523
--------------------------------------------------------------------------------

(1) Assumes conversion of Class B shares to Class A shares, which occurs on or about the end of the month which is at least 8 years after the date on which shares were purchased, lowering your annual fund operating expenses from that time on.

3


AIM SMALL CAP GROWTH FUND

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the fund's expenses, including investment advisory fees and other fund costs, on the fund's return over a 10-year period. The example reflects the following:

- You invest $10,000 in the fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends. There is no assurance that the annual expense ratio will be the expense ratio for the fund classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                          YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.25%          1.25%          1.25%          1.25%          1.25%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses         (1.96%)         1.72%          5.53%          9.49%         13.60%
End of Year Balance                  $ 9,804.38     $10,172.04     $10,553.49     $10,949.25     $11,359.84
Estimated Annual Expenses            $   670.34     $   124.85     $   129.53     $   134.39     $   139.43
-----------------------------------------------------------------------------------------------------------

CLASS A (INCLUDES MAXIMUM
SALES CHARGE)                          YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
Annual Expense Ratio(1)                   1.25%        1.25%          1.25%          1.25%          1.25%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         17.86%       22.28%         26.86%         31.62%         36.56%
End of Year Balance                  $11,785.84   $12,227.81     $12,686.35     $13,162.09     $13,655.67
Estimated Annual Expenses            $   144.66   $   150.09     $   155.71     $   161.55     $   167.61
-----------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                          YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.25%          1.25%          1.25%          1.25%          1.25%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.75%          7.64%         11.68%         15.87%         20.21%
End of Year Balance                  $10,375.00     $10,764.06     $11,167.71     $11,586.50     $12,021.00
Estimated Annual Expenses            $   127.34     $   132.12     $   137.07     $   142.21     $   147.55
-----------------------------------------------------------------------------------------------------------

CLASS A (WITHOUT MAXIMUM
SALES CHARGE)                          YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.25%        1.25%          1.25%          1.25%          1.25%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         24.72%       29.39%         34.25%         39.28%         44.50%
End of Year Balance                  $12,471.79   $12,939.48     $13,424.71     $13,928.13     $14,450.44
Estimated Annual Expenses            $   153.08   $   158.82     $   164.78     $   170.96     $   177.37
-----------------------------------------------------------------------------------------------------------

CLASS B(2)                             YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.00%          2.00%          2.00%          2.00%          2.00%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.00%          6.09%          9.27%         12.55%         15.93%
End of Year Balance                  $10,300.00     $10,609.00     $10,927.27     $11,255.09     $11,592.74
Estimated Annual Expenses            $   203.00     $   209.09     $   215.36     $   221.82     $   228.48
-----------------------------------------------------------------------------------------------------------

CLASS B(2)                             YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.00%        2.00%          2.00%          1.25%          1.25%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         19.41%       22.99%         26.68%         31.43%         36.36%
End of Year Balance                  $11,940.52   $12,298.74     $12,667.70     $13,142.74     $13,635.59
Estimated Annual Expenses            $   235.33   $   242.39     $   249.66     $   161.32     $   167.36
-----------------------------------------------------------------------------------------------------------

CLASS C(2)                             YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.00%          2.00%          2.00%          2.00%          2.00%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.00%          6.09%          9.27%         12.55%         15.93%
End of Year Balance                  $10,300.00     $10,609.00     $10,927.27     $11,255.09     $11,592.74
Estimated Annual Expenses            $   203.00     $   209.09     $   215.36     $   221.82     $   228.48
-----------------------------------------------------------------------------------------------------------

CLASS C(2)                             YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   2.00%        2.00%          2.00%          2.00%          2.00%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         19.41%       22.99%         26.68%         30.48%         34.39%
End of Year Balance                  $11,940.52   $12,298.74     $12,667.70     $13,047.73     $13,439.16
Estimated Annual Expenses            $   235.33   $   242.39     $   249.66     $   257.15     $   264.87
-----------------------------------------------------------------------------------------------------------

CLASS R                                YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.50%          1.50%          1.50%          1.50%          1.50%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.50%          7.12%         10.87%         14.75%         18.77%
End of Year Balance                  $10,350.00     $10,712.25     $11,087.18     $11,475.23     $11,876.86
Estimated Annual Expenses            $   152.63     $   157.97     $   163.50     $   169.22     $   175.14
-----------------------------------------------------------------------------------------------------------

CLASS R                                YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.50%        1.50%          1.50%          1.50%          1.50%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         22.93%       27.23%         31.68%         36.29%         41.06%
End of Year Balance                  $12,292.55   $12,722.79     $13,168.09     $13,628.97     $14,105.99
Estimated Annual Expenses            $   181.27   $   187.62     $   194.18     $   200.98     $   208.01
-----------------------------------------------------------------------------------------------------------

INVESTOR CLASS                         YEAR 1         YEAR 2         YEAR 3         YEAR 4         YEAR 5
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.26%          1.26%          1.26%          1.26%          1.26%
Cumulative Return Before Expenses         5.00%         10.25%         15.76%         21.55%         27.63%
Cumulative Return After Expenses          3.74%          7.62%         11.64%         15.82%         20.15%
End of Year Balance                  $10,374.00     $10,761.99     $11,164.49     $11,582.04     $12,015.21
Estimated Annual Expenses            $   128.36     $   133.16     $   138.14     $   143.30     $   148.66
-----------------------------------------------------------------------------------------------------------

INVESTOR CLASS                         YEAR 6       YEAR 7         YEAR 8         YEAR 9        YEAR 10
-----------------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                   1.26%        1.26%          1.26%          1.26%          1.26%
Cumulative Return Before Expenses        34.01%       40.71%         47.75%         55.13%         62.89%
Cumulative Return After Expenses         24.65%       29.31%         34.14%         39.16%         44.37%
End of Year Balance                  $12,464.57   $12,930.75     $13,414.36     $13,916.06     $14,436.52
Estimated Annual Expenses            $   154.22   $   159.99     $   165.97     $   172.18     $   178.62
-----------------------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

4


AIM SMALL CAP GROWTH FUND

INVESTMENT OBJECTIVE, STRATEGIES AND RISKS


OBJECTIVE AND STRATEGIES

The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of 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 and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to the fund's direct investments. Synthetic and derivative instruments in which the fund may invest may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. Synthetic and derivative instruments may have the effect of leveraging the fund's portfolio.

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. The Russell 3000--Registered Trademark-- Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization.

In selecting investments, the portfolio managers utilize a disciplined portfolio construction process that aligns the fund with the Russell 2000--Registered Trademark--Growth Index which the portfolio managers believe represents the small cap growth asset class. The security selection process is based on a three-step process that includes fundamental, valuation and technical analysis.

- Fundamental analysis involves building a series of financial models, as well as conducting in-depth interviews with company management. The goal is to find high quality, fundamentally sound companies operating in an attractive industry.

- Valuation analysis focuses on identifying attractively valued securities given their growth potential over a one- to two-year horizon.

- Technical analysis is used to help identify the "timeliness" of a purchase. In this step, relative price strength, trading volume characteristics, and trend analysis are reviewed for signs of deterioration. If a stock shows signs of deterioration, it will not be considered as a candidate for the portfolio.

The portfolio managers consider selling a security if a change in industry or company fundamentals indicates a problem, the price target set at purchase is exceeded or a change in technical outlook indicates poor relative strength.

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. The fund may also invest up to 25% of its total assets in foreign securities.

The fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The fund typically maintains a portion of its assets in cash, which is generally invested in money market funds advised by the fund's advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The amount of cash held by the fund may increase if the fund takes a temporary defensive position. The fund may take a temporary defensive position when it receives unusually large redemption requests or if there are inadequate investment opportunities due to adverse market, economic, political or other conditions. A larger amount of cash could negatively affect the fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of the fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

When suitable opportunities are available, the fund may invest in initial public offerings (IPOs) of securities.

RISKS
The principal risks of investing in the fund are:

- Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. Certain securities selected for the fund's portfolio may decline in value more than the overall stock market. In general, the securities of small companies are more volatile than those of mid-size companies or large companies.

- Growth Investing Risk--Growth stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values

5


AIM SMALL CAP GROWTH FUND

of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions.

- Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for a fund to establish or close out a position in these securities at prevailing market prices.

- Convertible Securities Risk--The values of convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

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

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If the fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause the fund to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results.

- IPO Investment Risk--The prices of IPO securities may go up and down more than prices of equity securities of companies with longer trading histories. In addition, companies offering securities in IPOs may have less experienced management or limited operating histories. There can be no assurance that the fund will have favorable IPO investment opportunities.

6


AIM SMALL CAP GROWTH FUND

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT

THE ADVISOR

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

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

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

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2006, the advisor received compensation of 0.70% of average daily net assets.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the fund is available in the fund's annual report to shareholders for the twelve-month period ended December 31, 2006.

7


AIM SMALL CAP GROWTH FUND

PORTFOLIO MANAGER(S)

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

- 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. As the lead manager, Ms. Ellis generally has final authority over all aspects of the fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which Ms. Ellis may perform these functions, and the nature of these functions, may change from time to time.

- 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.

They are assisted by the advisor's Small Cap Core/Growth Team, which is comprised of portfolio managers and research analysts.

Team members provide research support and make securities recommendations with respect to the fund's portfolio, but do not have day-to-day management responsibilities with respect to the fund's portfolio. Members of the teams may change from time to time. More information on the portfolio manager(s) and the teams, including biographies of members of the teams, may be found on the advisor's website http://www.aiminvestments.com. The website is not part of this prospectus.

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

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of AIM Small Cap Growth Fund are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a contingent deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

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.

LIMITED FUND OFFERING

Due to the sometimes limited availability of common stocks of smaller capitalization companies that meet the portfolio managers' investment process for the fund, the fund limited public sales of its shares to new investors, effective as of the close of business on March 18, 2002. Investors should note that the fund reserves the right to refuse any order that might disrupt the efficient management of the fund.

All investors who are invested in the fund as of the date on which the fund closed to new investors and remain invested in the fund may continue to make additional investments in their existing accounts and may open new accounts in their name. Additionally, the following types of investors may be allowed to open new accounts in the fund, subject to the approval of ADI and the advisor:

- 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;

- Non qualified deferred compensation plans maintained pursuant to
Section 409A of the Code;

- Retirement plans maintained pursuant to Section 457 of the Code; and

- Qualified Tuition Programs maintained pursuant to Section 529 of the Code.

Future investments in the fund may also be made by or through brokerage firm wrap programs, subject to the approval of ADI and the advisor. Such plans and programs that are considering the fund as an investment option should contact ADI.

At the advisor's discretion, proprietary asset allocation funds may open new accounts in the fund. In addition, the fund's current portfolio managers and portfolio management team may also make investments in the fund.

The fund may resume sales of shares to other new investors on a future date if the advisor determines it is appropriate and the Board of Trustees approves.

8


AIM SMALL CAP GROWTH FUND

FINANCIAL HIGHLIGHTS

The financial highlights table is intended to help you understand the fund's financial performance. Certain information reflects financial results for a single fund share.

The total returns in the table represent the rate that an investor would have earned (or lost) on an investment in the fund (assuming reinvestment of all dividends and distributions).

This information has been audited by PricewaterhouseCoopers LLP, whose report, along with the fund's financial statements, is included in the fund's annual report, which is available upon request.

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

                                                                                CLASS A
                                               -------------------------------------------------------------------------
                                                                        YEAR ENDED DECEMBER 31,
                                               -------------------------------------------------------------------------
                                                  2006             2005          2004             2003            2002
                                               ----------       ----------    ----------       ----------       --------
Net asset value, beginning of period           $    27.51       $    27.46    $    25.71       $    18.47       $  25.67
------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                      (0.25)(a)        (0.31)        (0.32)           (0.21)(a)      (0.19)(a)
------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both
    realized and unrealized)                         4.21             2.61          2.07             7.45          (7.01)
========================================================================================================================
    Total from investment operations                 3.96             2.30          1.75             7.24          (7.20)
========================================================================================================================
Less distributions from net realized gains          (2.24)           (2.25)           --               --             --
========================================================================================================================
Net asset value, end of period                 $    29.23       $    27.51    $    27.46       $    25.71       $  18.47
________________________________________________________________________________________________________________________
========================================================================================================================
Total return(b)                                     14.30%            8.32%         6.81%           39.20%        (28.05)%
________________________________________________________________________________________________________________________
========================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)       $1,071,753       $1,099,696    $1,491,940       $1,602,724       $790,700
________________________________________________________________________________________________________________________
========================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense
    reimbursements                                   1.25%(c)         1.45%         1.40%            1.27%          1.35%
------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense
    reimbursements                                   1.25%(c)         1.50%         1.51%            1.37%          1.43%
========================================================================================================================
Ratio of net investment income (loss) to
  average net assets                                (0.84)%(c)       (0.95)%       (1.12)%          (0.98)%        (0.91)%
________________________________________________________________________________________________________________________
========================================================================================================================
Portfolio turnover rate(d)                             49%              41%           69%              32%            22%
________________________________________________________________________________________________________________________
========================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $1,133,044,481.

(d) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. For the period ending December 31, 2006, the portfolio turnover calculation excludes the value of securities purchased of $349,060,593 and sold of $247,372,735 in the effort to realign the fund's portfolio holdings after the reorganization of AIM Small Company Growth Fund into the fund.

9


AIM SMALL CAP GROWTH FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS B
                                               -----------------------------------------------------------------
                                                                    YEAR ENDED DECEMBER 31,
                                               -----------------------------------------------------------------
                                                 2006           2005        2004           2003           2002
                                               --------       --------    --------       --------       --------
Net asset value, beginning of period           $  25.29       $  25.61    $  24.15       $  17.49       $  24.48
----------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                    (0.43)(a)      (0.47)      (0.52)         (0.35)(a)      (0.33)(a)
----------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both
    realized and unrealized)                       3.85           2.40        1.98           7.01          (6.66)
================================================================================================================
    Total from investment operations               3.42           1.93        1.46           6.66          (6.99)
================================================================================================================
Less distributions from net realized gains        (2.24)         (2.25)         --             --             --
================================================================================================================
Net asset value, end of period                 $  26.47       $  25.29    $  25.61       $  24.15       $  17.49
________________________________________________________________________________________________________________
================================================================================================================
Total return(b)                                   13.42%          7.47%       6.05%         38.08%        (28.55)%
________________________________________________________________________________________________________________
================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)       $101,394       $117,307    $149,400       $182,700       $152,577
________________________________________________________________________________________________________________
================================================================================================================
Ratio of expenses to average net assets            2.00%(c)       2.20%       2.15%(d)       2.02%          2.08%
================================================================================================================
Ratio of net investment income (loss) to
  average net assets                              (1.59)%(c)     (1.70)%     (1.87)%        (1.73)%        (1.64)%
________________________________________________________________________________________________________________
================================================================================================================
Portfolio turnover rate(e)                           49%            41%         69%            32%            22%
________________________________________________________________________________________________________________
================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $111,166,818.

(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements for 2004 was 2.16%.

(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. For the period ending December 31, 2006, the portfolio turnover calculation excludes the value of securities purchased of $349,060,593 and sold of $247,372,735 in the effort to realign the fund's portfolio holdings after the reorganization of AIM Small Company Growth Fund into the fund.

10


AIM SMALL CAP GROWTH FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                         CLASS C
                                               ------------------------------------------------------------
                                                                 YEAR ENDED DECEMBER 31,
                                               ------------------------------------------------------------
                                                2006          2005       2004          2003          2002
                                               -------       -------    -------       -------       -------
Net asset value, beginning of period           $ 25.27       $ 25.60    $ 24.14       $ 17.48       $ 24.47
-----------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                   (0.43)(a)     (0.47)     (0.52)        (0.35)(a)     (0.33)(a)
-----------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both
    realized and unrealized)                      3.86          2.39       1.98          7.01         (6.66)
===========================================================================================================
    Total from investment operations              3.43          1.92       1.46          6.66         (6.99)
===========================================================================================================
Less distributions from net realized gains       (2.24)        (2.25)        --            --            --
===========================================================================================================
Net asset value, end of period                 $ 26.46       $ 25.27    $ 25.60       $ 24.14       $ 17.48
___________________________________________________________________________________________________________
===========================================================================================================
Total return(b)                                  13.47%         7.44%      6.05%        38.10%       (28.57)%
___________________________________________________________________________________________________________
===========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)       $30,521       $31,141    $40,904       $50,031       $41,693
___________________________________________________________________________________________________________
===========================================================================================================
Ratio of expenses to average net assets           2.00%(c)      2.20%      2.15%(d)      2.02%         2.08%
===========================================================================================================
Ratio of net investment income (loss) to
  average net assets                             (1.59)%(c)    (1.70)%    (1.87)%       (1.73)%       (1.64)%
___________________________________________________________________________________________________________
===========================================================================================================
Portfolio turnover rate(e)                          49%           41%        69%           32%           22%
___________________________________________________________________________________________________________
===========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges.

(c) Ratios are based on average daily net assets of $31,726,864.

(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements for 2004 was 2.16%.

(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. For the period ending December 31, 2006, the portfolio turnover calculation excludes the value of securities purchased of $349,060,593 and sold of $247,372,735 in the effort to realign the fund's portfolio holdings after the reorganization of AIM Small Company Growth Fund into the fund.

11


AIM SMALL CAP GROWTH FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                            CLASS R
                                               -----------------------------------------------------------------
                                                                                                   JUNE 3, 2002
                                                                                                    (DATE SALES
                                                          YEAR ENDED DECEMBER 31,                  COMMENCED) TO
                                               ---------------------------------------------       DECEMBER 31,
                                                2006          2005       2004          2003            2002
                                               -------       -------    -------       ------       -------------
Net asset value, beginning of period           $ 27.23       $ 27.28    $ 25.61       $18.44          $ 22.64
----------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                   (0.32)(a)     (0.30)     (0.27)       (0.28)(a)        (0.13)(a)
----------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both
    realized and unrealized)                      4.17          2.50       1.94         7.45            (4.07)
================================================================================================================
    Total from investment operations              3.85          2.20       1.67         7.17            (4.20)
================================================================================================================
Less distributions from net realized gains       (2.24)        (2.25)        --           --               --
================================================================================================================
Net asset value, end of period                 $ 28.84       $ 27.23    $ 27.28       $25.61          $ 18.44
________________________________________________________________________________________________________________
================================================================================================================
Total return(b)                                  14.04%         8.01%      6.52%       38.88%          (18.55)%
________________________________________________________________________________________________________________
================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)       $23,988       $21,276    $19,506       $9,029          $ 1,301
________________________________________________________________________________________________________________
================================================================================================================
Ratio of expenses to average net assets           1.50%(c)      1.70%      1.65%(d)     1.52%            1.61%(e)
================================================================================================================
Ratio of net investment income (loss) to
  average net assets                             (1.09)%(c)    (1.20)%    (1.37)%      (1.23)%          (1.17)%(e)
________________________________________________________________________________________________________________
================================================================================================================
Portfolio turnover rate(f)                          49%           41%        69%          32%              22%
________________________________________________________________________________________________________________
================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $24,169,623.

(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements for 2004 was 1.66%.

(e) Annualized.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. For the period ending December 31, 2006, the portfolio turnover calculation excludes the value of securities purchased of $349,060,593 and sold of $247,372,735 in the effort to realign the fund's portfolio holdings after the reorganization of AIM Small Company Growth Fund into the fund.

12


AIM SMALL CAP GROWTH FUND

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                INVESTOR CLASS
                                                                --------------
                                                                APRIL 07, 2006
                                                                 (DATE SALES
                                                                COMMENCED) TO
                                                                 DECEMBER 31,
                                                                     2006
                                                                --------------
Net asset value, beginning of period                               $  31.20
------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                        (0.19)(a)
------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)               1.14
==============================================================================
    Total from investment operations                                   0.95
==============================================================================
Less distributions from net realized gains                            (2.24)
==============================================================================
Net asset value, end of period                                     $  29.91
______________________________________________________________________________
==============================================================================
Total return(b)                                                        2.96%
______________________________________________________________________________
==============================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                           $281,479
______________________________________________________________________________
==============================================================================
Ratio of expenses to average net assets                                1.26%(c)
==============================================================================
Ratio of net investment income to average net assets                  (0.85)%(c)
______________________________________________________________________________
==============================================================================
Portfolio turnover rate(d)                                               49%
______________________________________________________________________________
==============================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are annualized and based on average daily net assets of $289,778,147.

(d) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. For the period ending December 31, 2006, the portfolio turnover calculation excludes the value of securities purchased of $349,060,593 and sold of $247,372,735 in the effort to realign the fund's portfolio holdings after the reorganization of AIM Small Company Growth Fund into the fund.

13


THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

MCF--04/07

A-1


THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

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THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

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THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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THE AIM FUNDS

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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THE AIM FUNDS

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

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THE AIM FUNDS

and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

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THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

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THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

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A-14

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 http://www.aiminvestments.com.

You can also review and obtain copies of the fund's SAI, financial reports, the fund's Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Small Cap Growth Fund

SEC 1940 Act file number: 811-02699


AIMinvestments.com     SCG-PRO-1             [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                                            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

                                                                    May 1, 2007

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's investment objectives are to provide long-term growth of capital.

AIM Conservative Allocation Fund and AIM Moderately Conservative Allocation Fund's investment objectives are to provide total return consistent with a lower level of risk relative to the broad stock market.

AIM Moderate Allocation Fund's investment objective is 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's investment objectives are to provide long-term growth of capital consistent with a higher level of risk relative to the broad stock market.

AIM Income Allocation Fund's investment objective is to achieve 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 funds:
- is not FDIC insured;
- may lose value; and
- is not guaranteed by a bank.

AIM Small Cap Growth Fund limited public sales of its shares to certain investors as of the close of business on March 18, 2002.



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

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
AIM Conservative Allocation Fund                     1
AIM Growth Allocation Fund                           1
AIM Income Allocation Fund                           1
AIM International Allocation Fund                    2
AIM Moderate Allocation Fund                         2
AIM Moderate Growth Allocation Fund                  3
AIM Moderately Conservative Allocation
  Fund                                               3
AIM Basic Value Fund                                 4
AIM Global Equity Fund                               4
AIM Mid Cap Core Equity Fund                         4
AIM Small Cap Growth Fund                            5
PERFORMANCE INFORMATION                              6
------------------------------------------------------
Annual Total Returns                                 6
Performance Table                                   10
FEE TABLE AND EXPENSE EXAMPLE                       15
------------------------------------------------------
Fee Table                                           15
Expense Example                                     16
HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                       16

------------------------------------------------------
INVESTMENT OBJECTIVES, STRATEGIES AND
  RISKS                                             18

------------------------------------------------------
OBJECTIVES AND STRATEGIES                           18
Conservative Allocation                             18
Growth Allocation                                   19
Income Allocation                                   19
International Allocation                            19
Moderate Allocation                                 20
Moderate Growth Allocation                          20
Moderately Conservative Allocation                  21
Basic Value                                         21
Global Equity                                       22
Mid Cap Core Equity                                 23
Small Cap Growth                                    24
RISKS                                               24
Conservative Allocation                             24
Growth Allocation                                   27
Income Allocation                                   30
International Allocation                            32
Moderate Allocation                                 34
Moderate Growth Allocation                          37
Moderately Conservative Allocation                  39
Basic Value                                         42
Global Equity                                       42
Mid Cap Core Equity                                 43
Small Cap Growth                                    44
DISCLOSURE OF PORTFOLIO HOLDINGS                    46
------------------------------------------------------
FUND MANAGEMENT                                     46
------------------------------------------------------
The Advisor                                         46
Advisor Compensation                                47
Portfolio Manager(s)                                47
OTHER INFORMATION                                   48
------------------------------------------------------
Dividends and Distributions                         48
Suitability for Investors                           48
Limited Fund Offering                               49
FINANCIAL HIGHLIGHTS                                50
------------------------------------------------------
GENERAL INFORMATION                                A-1
------------------------------------------------------
Purchasing Shares                                  A-1
Redeeming Shares                                   A-1
Exchanging Shares                                  A-3
Rights Reserved by the Funds                       A-3
Payments to Financial Advisors                     A-3
Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                      A-4
Pricing of Shares                                  A-5
Taxes                                              A-6
OBTAINING ADDITIONAL INFORMATION            Back Cover
------------------------------------------------------

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

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



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

RISK/RETURN SUMMARY


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 fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by A I M Advisors, Inc. (the advisor or AIM). The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a lower level of risk than the S&P 500 Index. The fund's target allocation is to invest 65% of its total assets in underlying funds that invest primarily in fixed-income securities, 25% of its total assets in underlying funds that invest primarily in equity securities, and 10% in cash or cash equivalents.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk             Active Trading Risk
Interest Rate Risk             Market Risk
High-Coupon U.S.               U.S. Government   Obligations Risk
  Government Agency
  Mortgage-Backed              Foreign Securities Risk
  Securities Risk
Mortgage- and Asset-Backed     Equity Securities Risk
  Securities Risk
Convertible Securities Risk    Repurchase Agreement   Risk
Derivatives Risk               Money Market Fund Risk
Value Investing Risk           Management Risk
Growth Investing Risk          Currency/Exchange Rate   Risk
High Yield Risk                Non-Diversification Risk
Credit Risk                    Municipal Securities Risk
Concentration Risk             Dollar Roll Transaction
                                 Risk
Leveraging Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

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. 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.

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.

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 fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by AIM. The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a higher level of risk than the S&P 500 Index. The fund's target allocation is to invest 95% of its total assets in underlying funds that invest primarily in equity securities, including underlying funds that invest primarily in foreign equity securities, and 5% of its total assets in underlying funds that invest primarily in fixed-income securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk                                   Interest Rate Risk
Equity Securities Risk                               Credit Risk
Convertible Securities Risk                          Derivatives Risk
High Yield Risk                                      Leveraging Risk
Active Trading Risk                                  Sector Fund Risk
Management Risk                                      Growth Investing Risk
Market Risk                                          Value Investing Risk
Market Capitalization Risk                           Unseasoned Issuers Risk
                                                     Independent Management
U.S. Government Obligations Risk                       of Sector Risk
Foreign Securities Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

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. 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.

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.

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 fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by AIM. The fund seeks to meet its objective by investing its assets in a selection of underlying funds

1


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

which primarily invest in international or domestic equities, fixed income securities or real estate investment trusts (REITs). The fund's target allocation is to invest 65% of its total assets in underlying funds that invest primarily in fixed-income securities and 35% of its total assets in underlying funds that invest primarily in equity securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk             Dollar Roll Transaction
                                 Risk
Interest Rate Risk
                               Market Risk
Credit Risk
                               U.S. Government Obligations
High-Coupon U.S.                 Risk
  Government Agency
  Mortgage-Backed              Equity Securities Risk
  Securities Risk
                               Convertible Securities Risk
Mortgage- and Asset-Backed
  Securities Risk              Derivatives Risk
High Yield Risk                Leveraging Risk
Reinvestment Risk              Foreign Securities Risk
Non-Diversification Risk       Real Estate Risk
Currency/Exchange Rate   Risk  Active Trading Risk
Developing Markets             Management Risk
  Securities Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

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. 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.

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.

INTERNATIONAL ALLOCATION
The fund's investment objective is to provide long-term growth of capital.

The fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by AIM. The fund seeks to meet its objective by investing its assets in a selection of underlying funds that invest primarily in global or international securities. The underlying funds may invest a portion of their assets in securities of domestic issuers. The fund's target allocation is to invest 100% of its total assets in underlying funds that invest primarily in equity securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk           Non-Diversification Risk
Equity Securities Risk       Market Risk
Convertible Securities Risk  Foreign Securities Risk
Interest Rate Risk           IPO Investment Risk
Credit Risk                  Derivatives Risk
High Yield Risk              Leveraging Risk
Short Sales Risk             Cash/Cash Equivalents
                               Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

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. 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.

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.

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 fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by AIM. The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a moderate level of risk relative to the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in underlying funds that invest primarily in equity securities and 40% of its total assets in underlying funds that invest primarily in fixed-income securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

2


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

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk                 High Yield Risk
Equity Securities Risk             Leveraging Risk
Credit Risk                        Active Trading Risk
Mortgage- and Assets-Backed        Currency/Exchange Rate
  Securities Risk                    Risk
Derivatives Risk                   Growth Investing Risk
Market Risk                        Risks Relating to Banking
                                     and Financial Services
Management Risk                      Industries
Value Investing Risk               Reinvestment Risk
Non-Diversification Risk           High-Coupon
                                     U.S. Government
Convertible Securities Risk          Agency Mortgage-
                                     Backed Securities Risk
Interest Rate Risk
                                   Dollar Roll Transaction
Foreign Securities Risk              Risk
U.S. Government   Obligations
Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

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. 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.

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.

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 fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by AIM. The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a higher level of risk than the S&P 500 Index. The fund's target allocation is to invest 80% of its total assets in underlying funds that invest primarily in equity securities and 20% of its total assets in underlying funds that invest primarily in fixed-income securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk             U.S. Government
                                 Obligations Risk
Equity Securities Risk
                               Value Investing Risk
Convertible Securities Risk
                               Market Capitalization Risk
Interest Rate Risk
                               Active Trading Risk
Credit Risk
                               Currency/Exchange Rate
High Yield Risk                  Risk
                               Reinvestment Risk
Derivatives Risk
                               High-Coupon
Leveraging Risk                  U.S. Government
                                 Agency Mortgage-
Growth Investing Risk            Backed Securities Risk
Management Risk                Dollar Roll Transaction
                                 Risk
Market Risk
Foreign Securities Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

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. 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.

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.

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 fund is a "fund of funds," and invests its assets in other underlying mutual funds advised by AIM. The fund seeks to meet its objective by building a portfolio of mutual fund investments that has a lower level of risk than the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in underlying funds that invest primarily in fixed-income securities and 40% of its total assets in underlying funds that invest primarily in equity securities.

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, such as the fund, are also the risks associated with an investment in the underlying funds.

3


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

Among the principal risks of investing in the fund and the underlying funds, which could adversely affect the fund's net asset value, yield and total return are:

Fund of Funds Risk             Active Trading Risk
Interest Rate Risk             Market Risk
Credit Risk                    U.S. Government Obligations
                                 Risk
High-Coupon U.S.
  Government Agency            Foreign Securities Risk
  Mortgage-Backed
  Securities Risk              High Yield Risk
Mortgage- and Asset-Backed     Derivatives Risk
  Securities Risk
                               Management Risk
Equity Securities Risk
                               Currency/Exchange Rate   Risk
Convertible Securities Risk
                               Reverse Repurchase
Value Investing Risk             Agreement Risk
Growth Investing Risk          Reinvestment Risk
Non-Diversification Risk       Dollar Roll Transaction
                                 Risk
Leveraging Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

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. 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.

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.

BASIC VALUE
The fund's investment objective is long-term growth of capital.

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 in excess of $5 billion. In selecting securities for the fund's portfolio, the portfolio managers seek to invest in companies with market prices that the portfolio managers believe are significantly below the portfolio managers' estimates of intrinsic value. The fund may also invest up to 25% of its total assets in foreign securities.

Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are:

Market Risk                    Value Investing Risk
Equity Securities Risk         Foreign Securities Risk
Derivatives Risk               Management Risk
Leveraging Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests.

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

GLOBAL EQUITY
The fund's investment objective is long-term growth of capital.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities of domestic and foreign issuers.

The portfolio managers use a quantitatively oriented process to construct the fund's portfolio. 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.

The fund may 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.

Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are:

Market Risk                 Foreign Securities Risk
Interest Rate Risk          Equity Securities Risk
Credit Risk                 Convertible Securities Risk
Currency/Exchange           Derivatives Risk
  Rate Risk
                            Leveraging Risk
Management Risk
                            Active Trading Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests.

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

MID CAP CORE EQUITY

The fund's investment objective is long-term growth of capital.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities, of mid- capitalization companies. In selecting securities for the fund's portfolio, the portfolio managers seek to identify those companies that are, in their view, undervalued relative to current or projected earnings, or to the current market value of assets owned by the company.

The fund may invest up to 25% of its total assets in foreign securities. 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. The fund may invest

4


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

up to 20% of its assets in investment-grade debt securities, U.S. government securities, and high-quality money market instruments, including shares of affiliated money market funds.

The fund employs a risk management strategy to reduce volatility. Pursuant to this strategy, the fund generally invests a substantial amount of its assets in cash and cash equivalents.

Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are:

Market Risk                 Equity Securities Risk
Foreign Securities Risk     Convertible Securities Risk
Interest Rate Risk          U.S. Government
                              Obligations Risk
Credit Risk
                            Market Capitalization Risk
Derivatives Risk
                            Cash/Cash Equivalents
Leveraging Risk               Risk
Management Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests.

To the extent the fund holds cash or cash equivalents rather than equity securities, it may not achieve its investment objective and it may under perform its peer group and benchmark index, particularly during periods of strong market performance.

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.

SMALL CAP GROWTH
The fund's investment objective is long-term growth of capital.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of small-capitalization companies. In selecting securities for the fund's portfolio, the portfolio managers seek to identify those companies that have strong earnings growth or demonstrate other potential for growth of capital.

The fund may invest up to 25% of its total assets in foreign securities. 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.

Among the principal risks of investing in the fund, which could adversely affect its net asset value, yield and total return are:

Market Risk                                                   Leveraging Risk
Equity Securities Risk                                        Growth Investing Risk
Market Capitalization Risk                                    Foreign Securities Risk
Convertible Securities Risk                                   Interest Rate Risk
U.S. Government                                               Credit Risk
  Obligations Risk
                                                              Management Risk
Derivatives Risk
                                                              IPO Investment Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

There is a risk that you could lose all or a portion of your investment in the fund and that the income you may receive from your investment may vary. The value of your investment in the fund will rise and fall with the prices of the securities in which the fund invests.

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

5


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

PERFORMANCE INFORMATION

The bar charts and tables shown below provide an indication of the risks of investing in each of the funds. A fund's past performance (before and after taxes) is not necessarily an indication of its future performance.

ANNUAL TOTAL RETURNS

The following bar charts show the performance of each fund's Institutional Class shares from year to year. Institutional Class shares are not subject to front- end or back-end sales loads.

BASIC VALUE--INSTITUTIONAL CLASS(1)


                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              -------
2003...................................................................   34.67%
2004...................................................................   11.50%
2005...................................................................    6.04%
2006...................................................................   13.64%

CONSERVATIVE ALLOCATION--INSTITUTIONAL CLASS


                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              -------
2005...................................................................    3.79%
2006...................................................................    7.16%

GLOBAL EQUITY--INSTITUTIONAL CLASS(1)


                                                                        ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER 31                                                             RETURNS
-----------                                                             -------
2005..................................................................    9.97%
2006..................................................................   19.40%

6


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

PERFORMANCE INFORMATION (CONTINUED)

GROWTH ALLOCATION--INSTITUTIONAL CLASS


                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              -------
2005...................................................................   10.52%
2006...................................................................   16.98%

INCOME ALLOCATION--INSTITUTIONAL CLASS


                                                                        ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER 31                                                             RETURNS
-----------                                                             -------
2006..................................................................   11.87%

INTERNATIONAL ALLOCATION--INSTITUTIONAL CLASS


                                                                        ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER 31                                                             RETURNS
-----------                                                             -------
2006..................................................................   26.64%

7


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

PERFORMANCE INFORMATION (CONTINUED)

MID CAP CORE EQUITY--INSTITUTIONAL CLASS


                                                                        ANNUAL
YEAR ENDED                                                              TOTAL
DECEMBER 31                                                             RETURN
-----------                                                             ------
2003..................................................................  28.02%
2004..................................................................  14.40%
2005..................................................................   7.92%
2006..................................................................  11.62%

MODERATE ALLOCATION--INSTITUTIONAL CLASS


                                                                         ANNUAL
YEAR ENDED                                                                TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              -------
2005...................................................................    7.76%
2006...................................................................   11.96%

MODERATE GROWTH ALLOCATION--INSTITUTIONAL CLASS


                                                                        ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER 31                                                             RETURNS
-----------                                                             -------
2006..................................................................   15.17%

8


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

PERFORMANCE INFORMATION (CONTINUED)

MODERATELY CONSERVATIVE ALLOCATION--INSTITUTIONAL CLASS


                                                                        ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER 31                                                             RETURNS
-----------                                                             -------
2006..................................................................    8.41%

SMALL CAP GROWTH--INSTITUTIONAL CLASS(1)


                                                                         ANNUAL
YEAR ENDED                                                               TOTAL
DECEMBER 31                                                              RETURN
-----------                                                              ------
2003...................................................................  39.83%
2004...................................................................   7.41%
2005...................................................................   8.93%
2006...................................................................  14.76%

(1) Basic Value's, Global Equity's and Small Cap Growth's returns during certain periods were positively impacted by their investments in initial public offerings (IPOs). There can be no assurance that the funds will have favorable IPO investment opportunities in the future. For additional information regarding the funds' performance, please see the "Financial Highlights" section of this prospectus.

The year-to-date total return for each fund as of March 31, 2007 was as follows:

--------------------------------------------------------------
Basic Value--Institutional Class                          0.54%
Conservative Allocation--Institutional
  Class                                                   1.97%
Global Equity--Institutional Class                        2.71%
Growth Allocation--Institutional Class                    2.61%
Income Allocation--Institutional Class                    2.53%
International Allocation--Institutional
  Class                                                   3.68%
Mid Cap Core Equity--Institutional Class                  4.55%
Moderate Allocation--Institutional Class                  2.94%
Moderate Growth
  Allocation--Institutional Class                         2.59%
Moderately Conservative
  Allocation--Institutional Class                         2.16%
Small Cap Growth--Institutional Class                     4.56%
--------------------------------------------------------------

9


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

PERFORMANCE INFORMATION (CONTINUED)

During the periods shown in the bar charts, the highest quarterly returns and the lowest quarterly returns were as follows:

                                            HIGHEST QUARTERLY RETURN        LOWEST QUARTERLY RETURN
FUND                                            (QUARTER ENDED)                 (QUARTER ENDED)
-------------------------------------------------------------------------------------------------------
Basic Value--Institutional Class          21.21%    June 30, 2003           (6.15)%  March 31, 2003
Conservative Allocation--Institutional     2.92%    December 31, 2006       (0.47)%  June 30, 2006
  Class
Global Equity--Institutional Class         8.76%    December 31, 2006       (0.59)%  June 30, 2006
Growth Allocation--Institutional Class     7.99%    December 31, 2006       (2.50)%  June 30, 2006
Income Allocation--Institutional Class     4.21%    December 31, 2006        0.37%   June 30, 2006
International Allocation--Institutional   10.26%    March 31, 2006          (0.17)%  June 30, 2006
  Class
Mid Cap Core Equity--Institutional Class  16.81%    June 30, 2003           (4.32)%  March 31, 2003
Moderate Allocation--Institutional Class   5.37%    December 31, 2006       (1.83)%  June 30, 2006
Moderate Growth                            6.89%    December 31, 2006       (1.99)%  June 30, 2006
  Allocation--Institutional Class
Moderately Conservative                    3.90%    December 31, 2006       (1.38)%  June 30, 2006
  Allocation--Institutional Class
Small Cap Growth--Institutional Class     20.94%    June 30, 2003           (8.74)%  September 30, 2004
-------------------------------------------------------------------------------------------------------

PERFORMANCE TABLE

The following performance table compares each fund's performance to that of a broad-based securities market index, a peer group index and/or a style specific 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, 2006)      1 YEAR     5 YEARS    INCEPTION         DATE
-------------------------------------------------------------------------

BASIC
  VALUE--INSTITUTIONAL
  CLASS(1)                                                     03/15/02
  Return Before Taxes    13.64%        --        6.30%
  Return After Taxes
     on Distributions    12.66         --        6.11
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares              10.17         --        5.44

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

S&P 500--Registered
  Trademark-- Index(2)   15.78         --        7.16(36)      02/28/02(36)

Russell
  1000--Registered
  Trademark-- Value
  Index(3,4)             22.25         --       11.40(36)      02/28/02(36)

Lipper Large-Cap Value
  Funds Index(3,5)       18.28         --        8.49(36)      02/28/02(36)

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

CONSERVATIVE
ALLOCATION--INSTITUTIONAL
  CLASS                                                        04/30/04
  Return Before Taxes     7.16         --        5.72
  Return After Taxes
     on Distributions     5.80         --        4.72
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares               4.99         --        4.37

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

S&P 500--Registered
  Trademark-- Index(2)   15.78         --       11.77(36)      04/30/04(36)

Custom Conservative
  Allocation
  Index(6,7)              7.82         --        6.79(36)      04/30/04(36)

Lipper Mixed-Asset
  Target Allocation
  Conservative Funds
  Index(6,8)              8.80         --        6.56(36)      04/30/04(36)

Lipper Income Funds
  Index(6,9)             10.44         --        8.11(36)      04/30/04(36)

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

10


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

PERFORMANCE INFORMATION (CONTINUED)

AVERAGE ANNUAL TOTAL RETURNS
-------------------------------------------------------------------------
(for the periods ended                         SINCE         INCEPTION
December 31, 2006)      1 YEAR     5 YEARS    INCEPTION         DATE
-------------------------------------------------------------------------
GLOBAL
 EQUITY--INSTITUTIONAL
  CLASS(1,10)                                                  09/15/97(10)
  Return Before Taxes    19.40      14.83%      10.21
  Return After Taxes
     on Distributions    16.68      13.51        8.63
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares              14.51      12.55        8.19

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

MSCI World
  Index(SM)(11)          20.07       9.97        6.84(36)      08/31/97(36)

Lipper Global
  Multi-Cap Core Funds
  Index(11,12)           18.46      10.84        7.64(36)      08/31/97(36)

-------------------------------------------------------------------------
GROWTH
ALLOCATION--INSTITUTIONAL
  CLASS                                                        04/30/04
  Return Before Taxes    16.98         --       15.41
  Return After Taxes
     on Distributions    16.29         --       14.90
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares              11.95         --       13.19

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

S&P 500--Registered
  Trademark-- Index(2)   15.78         --       11.77(36)      04/30/04(36)

Custom Growth
  Allocation
  Index(13,14)           18.71         --       15.43(36)      04/30/04(36)

Lipper Multi-Cap Core
  Funds Index(13,15)     14.14         --       12.84(36)      04/30/04(36)

-------------------------------------------------------------------------
INCOME
ALLOCATION--INSTITUTIONAL
  CLASS                                                        10/31/05
  Return Before Taxes    11.87         --       12.25
  Return After Taxes
     on Distributions    10.42         --       10.51
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares               7.82         --        9.44

-------------------------------------------------------------------------
S&P 500(R) Index(2)      15.78         --       17.08(36)      10/31/05(36)
Custom Income
  Allocation
  Index(16,17)           10.40         --       11.18(36)      10/31/05(36)
Lipper Mixed-Asset
  Target Allocation
  Conservative Funds
  Index(16,18)            8.80         --        9.60(36)      10/31/05(36)

-------------------------------------------------------------------------
INTERNATIONAL
ALLOCATION--INSTITUTIONAL
  CLASS                                                        10/31/05
  Return Before Taxes    26.64         --       30.67
  Return After Taxes
     on Distributions    26.15         --       29.52
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares              17.69         --       25.59

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

MSCI EAFE--Registered
  Trademark--
  Index(19)              26.34         --       29.71(36)      10/31/05(36)

Lipper International
  Multi-Cap Core Funds
  Index(19,20)           24.89         --       27.90(36)      10/31/05(36)

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

MID CAP CORE
 EQUITY--INSTITUTIONAL
  CLASS                                                        03/15/02
  Return Before Taxes    11.62         --        8.83
  Return After Taxes
     on Distributions     8.32         --        7.62
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares              11.28         --        7.48

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

S&P 500--Registered
  Trademark-- Index(2)   15.78         --        7.16(36)      02/28/02(36)

Russell
  Midcap--Registered
  Trademark--
  Index(21,22)           15.26         --       13.74(36)      02/28/02(36)

Lipper Mid-Cap Core
  Funds Index(21,23)     13.44         --       11.13(36)      02/28/02(36)

-------------------------------------------------------------------------
MODERATE
ALLOCATION--INSTITUTIONAL
  CLASS                                                        04/30/04
  Return Before Taxes    11.96         --       11.24
  Return After Taxes
     on Distributions    10.72         --       10.40
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares               8.47         --        9.31

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

S&P 500--Registered
  Trademark-- Index(2)   15.78         --       11.77(36)      04/30/04(36)

Custom Moderate
  Allocation
  Index(24,25)           13.12         --       11.04(36)      04/30/04(36)

Lipper Mixed-Asset
  Target Allocation
  Moderate Funds
  Index(24,26)           12.02         --        9.58(36)      04/30/04(36)

Lipper Balanced Funds
  Index(24,27)           11.60         --        9.59(36)      04/30/04(36)

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

11


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

PERFORMANCE INFORMATION (CONTINUED)


AVERAGE ANNUAL TOTAL RETURNS
-------------------------------------------------------------------------
(for the periods ended                         SINCE         INCEPTION
December 31, 2006)      1 YEAR     5 YEARS    INCEPTION         DATE
-------------------------------------------------------------------------
MODERATE GROWTH
ALLOCATION--INSTITUTIONAL
  CLASS                                                        04/29/05

  Return Before Taxes    15.17         --       17.63

  Return After Taxes
     on Distributions    14.49         --       17.04

  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares              10.18         --       14.85

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

S&P 500(R) Index(2)      15.78         --       15.16(36)      04/29/05(36)

Custom Moderate Growth
  Allocation
  Index(28,29)           16.24         --       16.18(36)      04/29/05(36)

Lipper Mixed-Asset
  Target Allocation
  Growth Funds
  Index(28,30)           13.55         --       12.75(36)      04/29/05(36)

-------------------------------------------------------------------------
MODERATELY
  CONSERVATIVE
  ALLOCATION--INSTITUTIONAL
  CLASS                                                        04/29/05
  Return Before Taxes     8.41         --        9.38
  Return After Taxes
     on Distributions     7.30         --        8.43
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares               5.65         --        7.51

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

S&P 500(R) Index(2)      15.78         --       15.16(36)      04/29/05(36)

Custom Moderately
  Conservative
  Allocation
  Index(31,32)            9.95         --        9.61(36)      04/29/05(36)

Lipper Mixed-Asset
  Target Allocation
  Conservative Funds
  Index(18,31)            8.80         --        8.77(36)      04/29/05(36)

-------------------------------------------------------------------------
SMALL CAP
 GROWTH--INSTITUTIONAL
  CLASS(1)                                                     03/15/02
  Return Before Taxes    14.76         --        7.48
  Return After Taxes
     on Distributions    13.58         --        7.00
  Return After Taxes
     on Distributions
     and Sale of Fund
     Shares              11.20         --        6.46

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

S&P 500--Registered
  Trademark-- Index(2)   15.78         --        7.16(36)      02/28/02(36)

Russell
  2000--Registered
  Trademark-- Growth
  Index(33,34)           13.35         --        9.49(36)      02/28/02(36)

Lipper Small-Cap
  Growth Funds
  Index(33,35)           10.65         --        8.53(36)      02/28/02(36)
--------------------------------------------------------------------------------

After-tax returns are calculated using the historical highest individual federal marginal income tax rates and do not reflect the impact of state and local taxes. Actual after-tax returns depend on an investor's tax situation and may differ from those shown, and after-tax returns shown are not relevant to investors who hold their fund shares through tax-deferred arrangements, such as 401(k) plans or individual retirement accounts.

(1) Basic Value's, Global Equity's and Small Cap Growth's returns during certain periods were positively impacted by their investments in IPOs. There can be no assurance that the funds will have favorable IPO investment opportunities in the future. For additional information regarding the fund's performance, please see the "Financial Highlights" section of this prospectus.

(2) The Standard & Poor's 500 Index is a market capitalization weighted index covering all major areas of the U.S. economy. It is not the 500 largest companies, but rather the most widely held 500 companies chosen with respect to market size, liquidity, and their industry. The index accounts for approximately 70% of the U.S. market. The performance of the S&P 500 Index is considered one of the best overall indicators of market performance.

(3) The fund has also included the Russell 1000 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 Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(4) The Russell 1000 Value Index measures the performance of those Russell 1000 Index companies with lower price-to-book ratios and lower forecasted growth values. The Russell 1000 Index is comprised of 1,000 of the largest capitalized U.S. domiciled companies whose common stock is traded in the United States. This index makes up the largest 1,000 stocks of the Russell 3000 universe. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market.

(5) The Lipper Large-Cap Value Funds Index is an equally weighted representation of the 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. The SuperComposite 1500 Index is a market cap weighted index made up of 1500 liquid securities of companies with market capitalizations of $300 million and above, and represents the small-, mid-, and large-cap markets. 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.

(6) The fund has also included the Custom Conservative Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, two Lipper Peer Group Indices, the Lipper Mixed-Asset Target Allocation Conservative Funds Index and the Lipper Income Funds Index (both of which may or may not include the fund), are included for comparison to a peer group. Prior to the date of this prospectus, the fund was compared to the Lipper Income Funds Index; however, due to a reclassification of the fund by Lipper, the fund will now be compared to the Lipper Mixed-Asset Target Allocation Conservative Funds Index.

(7) The Custom Conservative Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. This index currently consists of the following indices: 22.5% Russell 3000--Registered Trademark-- Index, 2.5% MSCI EAFE--Registered Trademark-- Index, 65% Lehman Brothers U.S. Universal Index and 10% T-Bill 3 Month Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample

12


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

PERFORMANCE INFORMATION (CONTINUED)


of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America:
Europe, Australasia, and the Far East. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars. The T-Bill 3-Month Index is tracked by Lipper to provide performance for the 3-month U.S. Treasury Bill.

(8) The Lipper Mixed-Asset Target Allocation Conservative Funds Index is an equally weighted representation of the largest conservative funds that by portfolio practice maintain a mix of between 20% to 40% equity securities, with the remainder invested in bonds, cash and cash equivalents.

(9) The Lipper Income Funds Index is an unmanaged index that represents an average of the largest income funds tracked by Lipper Inc., an independent mutual fund performance monitor.

(10) The return shown for the one year period is the historical performance of the fund's Institutional Class shares. The returns shown for other periods are the blended returns of the historical performance of the fund's Institutional Class shares since their inception and the restated historical performance of the fund's Class A shares (for the periods prior to the inception of the Institutional Class shares) at net asset value, which restated performance will reflect the Rule 12b-1 fees applicable to the 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.

(11) The Morgan Stanley Capital International World Index measures the performance of securities listed on stock exchanges of 23 developed countries. In addition, the Lipper Global Multi-Cap Core Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(12) The Lipper Global Multi-Cap Core Funds Index is an equally weighted representation of the largest funds in the Lipper Global Multi-Cap Core 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. Global 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). The S&P/Citigroup World BMI consists of constituents from the 27 developed markets of the S&P/Citigroup Broad Market Index. The S&P/Citigroup Broad Market Index includes all of the institutionally investable stocks from each country that have a market capitalization of at least 100 million USD. Global 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 World BMI.

(13) The fund has also included the Custom Growth Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Multi-Cap Core Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(14) The Custom Growth Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. The index currently consists of the following indices: 65% Russell 3000--Registered Trademark-- Index, 25% MSCI EAFE--Registered Trademark-- Index, 5% FTSE NAREIT Equity REITs Index and 5% Lehman Brothers U.S. Universal Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. The FTSE NAREIT Equity REITs Index is a market-cap weighted index of all equity REITs traded on the NYSE, NASDAQ National Market System, and the American Stock Exchange. It is reweighted and reconstituted monthly. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars.

(15) The Lipper Multi-Cap Core Funds Index is an equally weighted representation of the largest funds in the Lipper Multi-Cap Core Classification. These funds, by portfolio practice, invest in a variety of market capitalization ranges without concentrating 75% of their equity assets in any one market capitalization range over an extended period of time. Multi-Cap funds typically have between 25% and 75% of their assets invested in companies with market capitalizations (on a three-year weighted basis) above 300% of the dollar-weighted median market capitalization of the middle 1,000 securities of the S&P SuperComposite 1500 Index. The SuperComposite 1500 Index is a market cap weighted index made up of 1500 liquid securities of companies with market capitalizations of $300 million and above, and represents the small-, mid-, and large-cap markets. Multi-Cap Core funds have more latitude in the companies in which they invest. These funds typically have an average price-to-earnings ratio, price-to-book ratio, and three year sales-per-share growth value, compared to the S&P 500 Index.

(16) The fund has also included the Custom Income Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Mixed-Asset Target Allocation Conservative Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(17) The Custom Income Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. This index currently consists of the following indices: 23% Russell 3000--Registered Trademark-- Index, 65% Lehman Brothers U.S. Universal Index, 5% MSCI EAFE--Registered Trademark-- Index and 7% FTSE NAREIT Equity REITs Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. The FTSE NAREIT Equity REITs Index is a market-cap weighted index of all equity REITs traded on the NYSE, NASDAQ National Market System, and the American Stock Exchange.

(18) The Lipper Mixed-Asset Target Allocation Conservative Funds Index is an equally weighted representation of the largest conservative funds that by portfolio practice maintain a mix of between 20% to 40% equity securities, with the remainder invested in bonds, cash and cash equivalents.

(19) The Morgan Stanley Capital International Europe, Australasia and Far East Index is recognized as the pre-eminent benchmark is the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. In addition, the Lipper International Multi-Cap Core Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(20) The Lipper International Multi-Cap Core Funds Index is an equally weighted representation of the largest funds in the Lipper International Multi-Cap Core Category. These funds 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. International multi-cap funds typically have 25% to 75% of their assets invested in companies strictly outside of the U.S. with market capitalizations (on a three-year weighted basis) greater than

13


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

PERFORMANCE INFORMATION (CONTINUED)

the 250th-largest company in the S&P/Citigroup World ex-U.S. Broad Market Index (BMI). The S&P/Citigroup World ex-U.S. BMI measures all of each country's available capital in stocks with capitalizations greater than $75 million (US) and represents the broad stock universe of all countries, excluding the United States. International 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 World ex-U.S. BMI.

(21) The fund has also included the Russell Midcap 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 Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(22) The Russell Midcap Index measures the performance of the 800 smallest companies in the Russell 1000(R) Index. The Russell 1000 Index is comprised of 1,000 of the largest capitalized U.S. domiciled companies whose common stock is traded in the United States. This index makes up the largest 1,000 stocks of the Russell 3000(R) Index, which includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. These stocks represent approximately 25% of the total market capitalization of the Russell 1000 Index.

(23) The Lipper Mid-Cap Core Funds Index is an equally weighted representation of the 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. The SuperComposite 1500 Index is a market cap weighted index made up of 1500 liquid securities of companies with market capitalizations of $300 million and above, and represents the small-, mid-, and large-cap markets. 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. The S&P MidCap 400 consists of 400 domestic mid-cap stocks chosen for market size, liquidity, and industry group representation. It is a market-value weighted index and was the first benchmark of mid-cap stock price movement.

(24) The fund has also included the Custom Moderate Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, two Lipper Peer Group Indices, the Lipper Mixed-Asset Target Allocation Moderate Funds Index and the Lipper Balanced Funds Index (both of which may or may not include the fund), are included for comparison to a peer group. Prior to the date of this prospectus, the fund was compared to the Lipper Balanced Funds Index; however, due to a reclassification of the fund by Lipper, the fund will now be compared to the Lipper Mixed-Asset Target Allocation Moderate Funds Index.

(25) The Custom Moderate Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. This index currently consists of the following indices: 42.5% Russell 3000--Registered Trademark-- Index, 17.5% MSCI EAFE--Registered Trademark-- Index and 40% Lehman Brothers U.S. Universal Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars.

(26) The Lipper Mixed-Asset Target Allocation Moderate Funds Index is an equally weighted representation of the largest conservative funds that by portfolio practice maintain a mix of between 40% to 60% equity securities, with the remainder invested in bonds, cash and cash equivalents.

(27) The Lipper Balanced Funds Index is an equally weighted representation of the largest funds in the Lipper Balanced Funds category. These funds have a primary objective of conserving principal by maintaining at all times a balanced portfolio of both stocks and bonds. Typically, the stock/bond ratio ranges around 60/40.

(28) The fund has also included the Custom Moderate Growth Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Mixed-Asset Target Allocation Growth Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(29) The Custom Moderate Growth Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. This index currently consists of the following indices: 55.5% Russell 3000--Registered Trademark-- Index, 22% MSCI EAFE--Registered Trademark-- Index, 2.5% FTSE NAREIT Equity REITs Index and 20% Lehman Brothers U.S. Universal Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. The FTSE NAREIT Equity REITs Index is a market-cap weighted index of all equity REITs traded on the NYSE, NASDAQ National Market System, and the American Stock Exchange. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars.

(30) The Lipper Mixed-Asset Target Allocation Growth Funds Index is an equally weighted representation of the largest conservative funds that by portfolio practice maintain a mix of between 60% to 80% equity securities, with the remainder invested in bonds, cash and cash equivalents.

(31) The fund has also included the Custom Moderately Conservative Allocation Index, which the fund believes more closely reflects the performance of the securities in which the fund invests. In addition, the Lipper Mixed-Asset Target Allocation Conservative Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(32) The Custom Moderately Conservative Allocation Index is an index created by A I M Advisors, Inc. to benchmark the fund. This index may change from time to time based upon the target asset allocations of the fund. This index currently consists of the following indices: 32.5% Russell 3000--Registered Trademark-- Index, 7.5% MSCI EAFE--Registered Trademark-- Index and 60% Lehman Brothers U.S. Universal Index. The Russell 3000 Index is widely regarded as the standard for measuring the U.S. stock market performance. This index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market. The MSCI EAFE Index is recognized as the pre-eminent benchmark in the U.S. to measure international equity performance. It includes securities from 21 developed market countries, representing the developed markets outside North America: Europe, Australasia, and the Far East. The Lehman Brothers U.S. Universal Index represents the union of the U.S. Aggregate Index, the U.S. High-Yield Corporate Index, the 144A Index, the Eurodollar Index, the Emerging Markets Index and the non-ERISA portion of the Lehman Brothers Commercial Mortgage-Backed Securities (CMBS) Index, and it attempts to capture the entire portfolio management choice set of fixed-income securities that are issued in U.S. dollars.

(33) The fund has also included the Russell 2000 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 Funds Index (which may or may not include the fund) is included for comparison to a peer group.

(34) The Russell 2000 Growth Index measures the performance of those Russell 2000--Registered Trademark-- Index companies with higher price-to-book ratios and higher forecasted growth values. The Russell 2000 Index is comprised of the smallest 2,000 stocks in the Russell 3000--Registered Trademark-- Index. This index is widely regarded as representative of small-cap stocks. The Russell 3000 Index includes a representative sample of 3,000 of the largest U.S. companies in leading industries and represents approximately 98% of the investable U.S. equity market.

14


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

PERFORMANCE INFORMATION (CONTINUED)

(35) The Lipper Small-Cap Growth Funds Index is an equally weighted representation of the 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. The SuperComposite 1500 Index is a market cap weighted index made up of 1500 liquid securities of companies with market capitalizations of $300 million and above, and represents the small-, mid-, and large-cap markets. 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. The S&P SmallCap 600 Index consists of 600 small cap domestic stocks chosen for market size, liquidity, (bid-asked spread, ownership, share turnover and number of no trade days) and industry group representation. It is a market-value weighted index, with each stock's weight in the Index proportionate to its market value.

(36) 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, Conservative Allocation, Growth Allocation, Income Allocation, International Allocation, Mid Cap Core Equity, Moderate Allocation, Moderate Growth Allocation, Moderately Conservative Allocation and Small Cap Growth.

FEE TABLE AND EXPENSE EXAMPLE

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold Institutional Class shares of the funds:

SHAREHOLDER FEES
-------------------------------------------------------------------------------------------------------------------------------
                                                                                                  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        2.00%(1)   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
---------------------------

-------------------------------------------------------------------------------------------------------------------------------
Annual Fund Operating                                                                             MID
Expenses(2)                                                                                       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%      0.68%     0.00%       0.00%

Distribution and/or Service
(12b-1) Fees                  None       None        None      None        None        None       None      None        None

Other Expenses(3)             0.14       0.31        0.24      0.12        1.58        0.34       0.14      0.10        0.26

Acquired Fund Fees and
Expenses(4)                   0.00       0.61        0.01      0.83        0.64        1.01       0.02      0.80        0.82

Total Annual Fund Operating
Expenses                      0.80       0.92        1.23      0.95        2.22        1.35       0.84      0.90        1.08

Fee Waiver(3,5,6)             0.05       0.08        0.19        --        1.55        0.16         --        --        0.14

Net Annual Fund Operating
Expenses(7)                   0.75       0.84        1.04      0.95        0.67        1.19       0.84      0.90        0.94
--------------------------------------------------------------------------------------------------------------------------------

---------------------------
Annual Fund Operating
Expenses(2)                  MODERATELY     SMALL
(expenses that are deducted  CONSERVATIVE    CAP
from fund assets)            ALLOCATION     GROWTH
---------------------------
Management Fees                  0.00%       0.70%

Distribution and/or Service
(12b-1) Fees                     None        None

Other Expenses(3)                0.99        0.14

Acquired Fund Fees and
Expenses(4)                      0.74        0.00

Total Annual Fund Operating
Expenses                         1.73        0.84

Fee Waiver(3,5,6)                0.85          --

Net Annual Fund Operating
Expenses(7)                      0.88        0.84
---------------------------

(1) You may be charged a 2.00% fee on redemptions or exchanges of Institutional Class shares held 30 days or less. See "General Information--Redemption Fees.

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

(3) The fund's advisor has contractually agreed to reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.23%, 0.21%, 0.03%, 0.18%, 0.12%, 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 reimburse expenses, the following expenses are not taken into account, and could cause the Other Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's board of trustees; and
(vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the 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. These credits are used to pay certain expenses incurred by each fund. These expense limitation agreements are in effect through at least June 30, 2007.

(4) Acquired Fund Fees or Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

(5) Through December 31, 2012, the fund's advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by Basic Value do not exceed a specified maximum annual advisory fee rate, which fee rate includes breakpoints and is based upon net asset levels. Basic Value's maximum annual advisory fee rate ranges from 0.695% (for average net assets up to $250 million) to 0.52% (for average net assets over $10 billion).

(6) Through December 31, 2009, the fund's advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by Global Equity do not exceed a specified maximum annual advisory fee rate, which fee rate includes breakpoints and is based upon net asset levels. Global Equity's maximum annual advisory fee rate ranges from 0.80% (for average net assets up to $250 million) to 0.66% (for average net assets over $10 billion).

15


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

(7) The fund's advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.50% on Institutional Class shares of Global Equity. In determining the advisor's obligation to waive advisory fees and/or reimburse expenses, the following expenses are not taken into account and could cause the Net Annual Operating Expenses to exceed the number reflected above: (i) interest; (ii) taxes;
(iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund 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. In addition, the fund will also benefit from a one time credit to be used to offset future custodian expenses. These credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2007.

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

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 expense example assumes you:

(i) invest $10,000 in the fund for the time periods indicated;

(ii) redeem all of your shares at the end of the periods indicated;

(iii)earn a 5% return on your investment before operating expenses each year; and

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable 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                                 $ 77     $240     $  417     $  958
Conservative Allocation                       86      285        501      1,124
Global Equity                                106      331        618      1,435
Growth Allocation                             97      303        525      1,166
Income Allocation                             68      545      1,048      2,433
International Allocation                     121      412        724      1,610
Mid Cap Core Equity                           86      268        466      1,037
Moderate Allocation                           92      287        498      1,108
Moderate Growth Allocation                    96      330        582      1,305
Moderately Conservative Allocation            90      462        859      1,970
Small Cap Growth                              86      268        466      1,037
--------------------------------------------------------------------------------

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the funds' expenses, including investment advisory fees and other fund costs, on the funds' return over a 10-year period. The example reflects the following:

- You invest $10,000 in a fund and hold it for the entire 10 year period;

- Your investment has a 5% return before expenses each year; and

- Each fund's current annual expense ratio, except Mid Cap Core Equity's and Small Cap Growth's, includes any applicable contractual fee waiver or expense reimbursement for the period committed, and for each allocation fund includes the estimated indirect expenses of the underlying funds.

There is no assurance that the annual expense ratio will be the expense ratio for the funds' Institutional classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

BASIC VALUE,
INSTITUTIONAL CLASS                YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.75%           0.75%        0.75%        0.75%        0.75%
Cumulative Return Before
  Expenses                            5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                            4.25%           8.68%       13.30%       18.11%       23.13%
End of Year Balance              $10,425.00      $10,868.06   $11,329.96   $11,811.48   $12,313.47
Estimated Annual Expenses        $    76.59      $    79.85   $    83.24   $    86.78   $    90.47
--------------------------------------------------------------------------------------------------

BASIC VALUE,
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
----------------------------------------------------------
Annual Expense Ratio(1)               0.75%        0.80%        0.80%        0.80%        0.80%
Cumulative Return Before
  Expenses                           34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                           28.37%       33.76%       39.38%       45.23%       51.33%
End of Year Balance              $12,836.79   $13,375.93   $13,937.72   $14,523.11   $15,133.08
Estimated Annual Expenses        $    94.31   $   104.85   $   109.25   $   113.84   $   118.62
--------------------------------------------------------------------------------------------------

16


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

CONSERVATIVE ALLOCATION,
INSTITUTIONAL CLASS                YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.84%           0.92%        0.92%        0.92%        0.92%
Cumulative Return Before
  Expenses                            5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                            4.16%           8.41%       12.83%       17.44%       22.23%
End of Year Balance              $10,416.00      $10,840.97   $11,283.28   $11,743.64   $12,222.78
Estimated Annual Expenses        $    85.75      $    97.78   $   101.77   $   105.92   $   110.25
--------------------------------------------------------------------------------------------------

CONSERVATIVE ALLOCATION,
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.92%        0.92%        0.92%        0.92%        0.92%
Cumulative Return Before
  Expenses                           34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                           27.21%       32.41%       37.81%       43.43%       49.28%
End of Year Balance              $12,721.47   $13,240.51   $13,780.72   $14,342.97   $14,928.17
Estimated Annual Expenses        $   114.74   $   119.43   $   124.30   $   129.37   $   134.65
--------------------------------------------------------------------------------------------------

GLOBAL EQUITY,
INSTITUTIONAL CLASS                YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               1.04%           1.04%        1.04%        1.23%        1.23%
Cumulative Return Before
  Expenses                            5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                            3.96%           8.08%       12.36%       16.59%       20.99%
End of Year Balance              $10,396.00      $10,807.68   $11,235.67   $11,659.25   $12,098.80
Estimated Annual Expenses        $   106.06      $   110.26   $   114.63   $   140.80   $   146.11
--------------------------------------------------------------------------------------------------

GLOBAL EQUITY,
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               1.23%        1.23%        1.23%        1.23%        1.23%
Cumulative Return Before
  Expenses                           34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                           25.55%       30.28%       35.19%       40.29%       45.58%
End of Year Balance              $12,554.93   $13,028.25   $13,519.41   $14,029.10   $14,557.99
Estimated Annual Expenses        $   151.62   $   157.34   $   163.27   $   169.42   $   175.81
--------------------------------------------------------------------------------------------------

GROWTH ALLOCATION, INSTITUTIONAL
CLASS                               YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
---------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                0.95%           0.95%        0.95%        0.95%        0.95%
Cumulative Return Before
  Expenses                             5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After Expenses       4.05%           8.26%       12.65%       17.21%       21.96%
End of Year Balance               $10,405.00      $10,826.40   $11,264.87   $11,721.10   $12,195.80
Estimated Annual Expenses         $    96.92      $   100.85   $   104.93   $   109.18   $   113.61
---------------------------------------------------------------------------------------------------

GROWTH ALLOCATION, INSTITUTIONAL
CLASS                               YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
---------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                0.95%        0.95%        0.95%        0.95%        0.95%
Cumulative Return Before
  Expenses                            34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After Expenses      26.90%       32.04%       37.38%       42.95%       48.74%
End of Year Balance               $12,689.73   $13,203.67   $13,738.42   $14,294.82   $14,873.76
Estimated Annual Expenses         $   118.21   $   122.99   $   127.97   $   133.16   $   138.55
---------------------------------------------------------------------------------------------------

INCOME ALLOCATION, INSTITUTIONAL
CLASS                               YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
---------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                0.67%           2.22%        2.22%        2.22%        2.22%
Cumulative Return Before
  Expenses                             5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After Expenses       4.33%           7.23%       10.21%       13.28%       16.42%
End of Year Balance               $10,433.00      $10,723.04   $11,021.14   $11,327.53   $11,642.43
Estimated Annual Expenses         $    68.45      $   234.83   $   241.36   $   248.07   $   254.97
---------------------------------------------------------------------------------------------------

INCOME ALLOCATION, INSTITUTIONAL
CLASS                               YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
---------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                2.22%        2.22%        2.22%        2.22%        2.22%
Cumulative Return Before
  Expenses                            34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After Expenses      19.66%       22.99%       26.41%       29.92%       33.53%
End of Year Balance               $11,966.09   $12,298.75   $12,640.65   $12,992.06   $13,353.24
Estimated Annual Expenses         $   262.05   $   269.34   $   276.83   $   284.52   $   292.43
---------------------------------------------------------------------------------------------------

INTERNATIONAL ALLOCATION,
INSTITUTIONAL CLASS                YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               1.19%           1.35%        1.35%        1.35%        1.35%
Cumulative Return Before
  Expenses                            5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                            3.81%           7.60%       11.53%       15.60%       19.82%
End of Year Balance              $10,381.00      $10,759.91   $11,152.64   $11,559.71   $11,981.64
Estimated Annual Expenses        $   121.27      $   142.70   $   147.91   $   153.31   $   158.90
--------------------------------------------------------------------------------------------------

INTERNATIONAL ALLOCATION,
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               1.35%        1.35%        1.35%        1.35%        1.35%
Cumulative Return Before
  Expenses                           34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                           24.19%       28.72%       33.42%       38.29%       43.34%
End of Year Balance              $12,418.97   $12,872.27   $13,342.10   $13,829.09   $14,333.85
Estimated Annual Expenses        $   164.70   $   170.72   $   176.95   $   183.41   $   190.10
--------------------------------------------------------------------------------------------------

MID CAP CORE EQUITY,
INSTITUTIONAL CLASS                YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.84%           0.84%        0.84%        0.84%        0.84%
Cumulative Return Before
  Expenses                            5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                            4.16%           8.49%       13.01%       17.71%       22.60%
End of Year Balance              $10,416.00      $10,849.31   $11,300.64   $11,770.74   $12,260.41
Estimated Annual Expenses        $    85.75      $    89.31   $    93.03   $    96.90   $   100.93
--------------------------------------------------------------------------------------------------

MID CAP CORE EQUITY,
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.84%        0.84%        0.84%        0.84%        0.84%
Cumulative Return Before
  Expenses                           34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                           27.70%       33.02%       38.55%       44.31%       50.32%
End of Year Balance              $12,770.44   $13,301.69   $13,855.04   $14,431.41   $15,031.76
Estimated Annual Expenses        $   105.13   $   109.50   $   114.06   $   118.80   $   123.75
--------------------------------------------------------------------------------------------------

MODERATE ALLOCATION, INSTITUTIONAL
CLASS                                 YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                  0.90%           0.90%        0.90%        0.90%        0.90%
Cumulative Return Before Expenses        5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After Expenses         4.10%           8.37%       12.81%       17.44%       22.25%
End of Year Balance                 $10,410.00      $10,836.81   $11,281.12   $11,743.65   $12,225.13
Estimated Annual Expenses           $    91.85      $    95.61   $    99.53   $   103.61   $   107.86
-----------------------------------------------------------------------------------------------------

MODERATE ALLOCATION, INSTITUTIONAL
CLASS                                 YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)                  0.90%        0.90%        0.90%        0.90%        0.90%
Cumulative Return Before Expenses       34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After Expenses        27.26%       32.48%       37.91%       43.57%       49.45%
End of Year Balance                 $12,726.37   $13,248.15   $13,791.32   $14,356.76   $14,945.39
Estimated Annual Expenses           $   112.28   $   116.89   $   121.68   $   126.67   $   131.86
-----------------------------------------------------------------------------------------------------

17


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

MODERATE GROWTH ALLOCATION,
INSTITUTIONAL CLASS                YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.94%           1.08%        1.08%        1.08%        1.08%
Cumulative Return Before
  Expenses                            5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                            4.06%           8.14%       12.38%       16.78%       21.36%
End of Year Balance              $10,406.00      $10,813.92   $11,237.82   $11,678.34   $12,136.13
Estimated Annual Expenses        $    95.91      $   114.59   $   119.08   $   123.75   $   128.60
--------------------------------------------------------------------------------------------------

MODERATE GROWTH ALLOCATION,
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               1.08%        1.08%        1.08%        1.08%        1.08%
Cumulative Return Before
  Expenses                           34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                           26.12%       31.06%       36.20%       41.54%       47.09%
End of Year Balance              $12,611.87   $13,106.26   $13,620.02   $14,153.93   $14,708.76
Estimated Annual Expenses        $   133.64   $   138.88   $   144.32   $   149.98   $   155.86
--------------------------------------------------------------------------------------------------

MODERATELY CONSERVATIVE
ALLOCATION, INSTITUTIONAL CLASS    YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.88%           1.73%        1.73%        1.73%        1.73%
Cumulative Return Before
  Expenses                            5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                            4.12%           7.52%       11.04%       14.67%       18.42%
End of Year Balance              $10,412.00      $10,752.47   $11,104.08   $11,467.18   $11,842.16
Estimated Annual Expenses        $    89.81      $   183.07   $   189.06   $   195.24   $   201.63
--------------------------------------------------------------------------------------------------

MODERATELY CONSERVATIVE
ALLOCATION, INSTITUTIONAL CLASS    YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               1.73%        1.73%        1.73%        1.73%        1.73%
Cumulative Return Before
  Expenses                           34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                           22.29%       26.29%       30.42%       34.69%       39.09%
End of Year Balance              $12,229.40   $12,629.30   $13,042.28   $13,468.76   $13,909.19
Estimated Annual Expenses        $   208.22   $   215.03   $   222.06   $   229.32   $   236.82
--------------------------------------------------------------------------------------------------

SMALL CAP GROWTH, INSTITUTIONAL
CLASS                              YEAR 1          YEAR 2       YEAR 3       YEAR 4       YEAR 5
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.84%           0.84%        0.84%        0.84%        0.84%
Cumulative Return Before
  Expenses                            5.00%          10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses                            4.16%           8.49%       13.01%       17.71%       22.60%
End of Year Balance              $10,416.00      $10,849.31   $11,300.64   $11,770.74   $12,260.41
Estimated Annual Expenses        $    85.75      $    89.31   $    93.03   $    96.90   $   100.93
--------------------------------------------------------------------------------------------------

SMALL CAP GROWTH, INSTITUTIONAL
CLASS                              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
--------------------------------------------------------------------------------------------------
Annual Expense Ratio(1)               0.84%        0.84%        0.84%        0.84%        0.84%
Cumulative Return Before
  Expenses                           34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses                           27.70%       33.02%       38.55%       44.31%       50.32%
End of Year Balance              $12,770.44   $13,301.69   $13,855.04   $14,431.41   $15,031.76
Estimated Annual Expenses        $   105.13   $   109.50   $   114.06   $   118.80   $   123.75
--------------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

OBJECTIVES AND STRATEGIES

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 fund's investment objective 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 that has a lower level of risk than the S&P 500 Index. The fund's target allocation is to invest 65% of its total assets in underlying funds that invest primarily in fixed-income securities, 25% of its total assets in underlying funds that invest primarily in equity securities, and 10% in cash or cash equivalents. The fund may invest its cash allocation in cash equivalents including shares of affiliated money market funds and U.S. government securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

18


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

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 fund's investment objective 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 that has a higher level of risk than the S&P 500 Index. The fund's target allocation is to invest approximately 95% of its total assets in underlying funds that invest primarily in equity securities ("equity funds"), and approximately 5% of its total assets in underlying funds that invest primarily in fixed-income securities ("fixed income funds"). Approximately 25% of the assets that are invested in equity funds will be allocated to equity funds that invest primarily in foreign securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

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 fund's investment objective may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objective by investing its assets in a selection of underlying funds which primarily invest in international or domestic equities, fixed income securities or REITs. The fund's target allocation is to invest 65% of its total assets in underlying funds that invest primarily in fixed-income securities and 35% of its total assets in underlying funds that invest primarily in equity securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

INTERNATIONAL ALLOCATION

The fund's investment objective is to provide long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

19


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

The fund seeks to meet its objective by investing its assets in a selection of underlying funds that invest primarily in global or international securities. The underlying funds may invest a portion of their assets in securities of domestic issuers. The fund's target allocation is to invest 100% of its total assets in underlying funds that invest primarily in equity securities. A portion of the underlying fund's assets may be invested in fixed-income securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

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 fund's investment objective 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 that has a moderate level of risk relative to the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in underlying funds that invest primarily in equity securities (equity funds) and 40% of its total assets in underlying funds that invest primarily in fixed-income securities (fixed-income funds). Up to 20% of the assets that are invested in equity funds will be allocated to equity funds that invest primarily in foreign securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

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 fund's investment objective 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 that has a higher level of risk than the S&P 500 Index. The fund's target allocation is to invest 80% of its total assets in underlying funds that invest primarily in equity securities and 20% of its total assets in underlying funds that invest primarily in fixed-income securities. Approximately 22% of the assets that are

20


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

invested in equity funds will be allocated to equity funds that invest primarily in foreign securities.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

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 fund's investment objective 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 that has a lower level of risk than the S&P 500 Index. The fund's target allocation is to invest 60% of its total assets in underlying funds that invest primarily in fixed-income securities and 40% of its total assets in underlying funds that invest primarily in equity securities. The fund may invest its cash allocation directly in cash equivalents and U.S. government securities rather than a money market fund.

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 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 has the ability 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. A list of the underlying funds and their target weightings is located in the fund's Statement of Additional Information.

The underlying funds may invest in synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to an underlying fund's direct investments. Synthetic and derivative instruments that an underlying fund may invest in include warrants, futures contracts, options, exchange-traded funds and American depository receipts. Synthetic and derivative instruments may have the effect of leveraging an underlying fund's portfolio.

The fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

BASIC VALUE

The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet this objective by investing, normally, at least 65% of its total assets in equity securities of U.S. issuers that have market capitalizations in excess of $5 billion. In complying with the fund's 65% investment requirement, the fund will invest primarily in marketable equity securities the managers believe have the potential for capital growth, and its investments may include synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to the fund's direct investments. Synthetic and derivative instruments that the fund may invest in include futures contracts, option contracts, and equity linked derivatives. Synthetic and derivative instruments may have the effect of leveraging the fund's portfolio.

21


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

In selecting securities, the portfolio managers emphasize the following characteristics, although not all investments will have these attributes:

- Buy businesses trading at a significant discount to portfolio managers' estimate of intrinsic value. A company's market price must generally offer 50% appreciation potential to estimated intrinsic value over a 2 to 3 year time period.

- Emphasize quality businesses with potential to grow intrinsic value over time. We seek established companies which we believe have solid growth prospects, the ability to earn an attractive return on invested capital and a management team that exhibits intelligent capital allocation skills.

We estimate a company's intrinsic value primarily by taking the present value of projected future free cash flows (i.e. the excess cash generated by the business after considering all cash inflows and outflows to operate the business). We believe this intrinsic value represents the fair economic worth of the business and a value that an informed buyer would pay to acquire the entire company for cash. We check this valuation method with long-run absolute valuation characteristics (including price-to-earnings ratio and price-to-book value ratio) adjusted for the prevailing inflation and interest rate environment.

The portfolio managers will consider selling a security to capitalize on a more attractive investment opportunity, if a security is trading significantly above the portfolio managers' estimate of intrinsic value or if there is a permanent, fundamental deterioration in business prospects that results in inadequate upside potential to estimated intrinsic value.

The fund managers seek to achieve strong long-term performance by constructing a diversified portfolio of typically 40-60 stocks that offers value content greater than the broad market, as measured by the portfolio's aggregate discount to the portfolio managers' estimated intrinsic value of the portfolio. The investment process is fundamental in nature and focused on individual companies as opposed to macro economic forecasts or specific industry exposure. The portfolio construction process is intended to preserve and grow the estimated intrinsic value of the fund's portfolio rather than mirror the composition or sector weights of any benchmark.

The fund may also invest up to 25% of its total assets in foreign securities.

The fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The fund typically maintains a portion of its assets in cash, which is generally invested in money market funds advised by the fund's advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The amount of cash held by the fund may increase if the fund takes a temporary defensive position. The fund may take a temporary defensive position when it receives unusually large redemption requests or if there are inadequate investment opportunities due to adverse market, economic, political or other conditions. A larger amount of cash could negatively affect the fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of the fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

GLOBAL EQUITY
The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

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

The fund's investment philosophy is based on three key principles: (i) an investment process must be structured and disciplined; (ii) securities should be selected on the merits of each individual company; and (iii) risk management is as important as security selection.

Mindful of these principles, the portfolio managers have developed a quantitative investment process with two main components: a security selection model and a risk model.

1. Security Selection Model:

- The portfolio managers believe securities exhibit certain qualities that identify them as probable strong performers (including but not limited to growth and stability of earnings, profitability and financial strength).

- The security selection model measures each company in the global equity universe against these different qualities, taking into account the fact that different qualities carry different levels of significance depending on the industry and region of operation.
2. Risk Model:

- Simultaneously, the risk model analyzes whether these companies will be positively or negatively affected by changes in various economic factors, including but not limited to interest rates, currencies and the price of oil.

- When selecting securities for the fund, the portfolio managers try to reduce the fund's volatility by creating a portfolio that pairs companies that benefit from increases in these economic factors with those that benefit from decreases in the same factors. The goal is to neutralize the impact of these risk factors on the overall portfolio.

The results of the analysis from these two models are combined with a trading and transaction cost analysis. The process is designed to construct a portfolio containing the optimal combination of securities with the potential to deliver favorable returns without

22


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

assuming excessive amounts of risk. The portfolio managers may consider selling or reducing a security holding if it no longer exhibits characteristics that drive performance, or holding the security no longer provides risk management benefits.

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 fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The 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.

The fund typically maintains a portion of its assets in cash, which is generally invested in money market funds advised by the fund's advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The amount of cash held by the fund may increase if the fund takes a temporary defensive position. The fund may take a temporary defensive position when it receives unusually large redemption requests or if there are inadequate investment opportunities due to adverse market, economic, political or other conditions. A larger amount of cash could negatively affect the fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of the fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

MID CAP CORE EQUITY
The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in equity securities, including convertible securities, of mid- capitalization companies. In complying with this 80% investment requirement, the fund's investments may include synthetic and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to the fund's direct investments. Synthetic and derivative instruments that the fund may invest in may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. Synthetic and derivative instruments may have the effect of leveraging the fund's portfolio.

The fund considers a company to be a mid-capitalization company if it has a market capitalization, at the time of purchase, within the range of the largest and smallest capitalized companies included in the Russell 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 selecting securities for the fund's portfolio, the portfolio managers normally seek to identify those companies that are, in their view, undervalued relative to current or projected earnings, or to the current market value of assets owned by the company. The portfolio managers perform significant due diligence and fundamental research on companies under consideration. The primary emphasis of the portfolio managers' search for undervalued equity securities is normally in five 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; (4) companies whose equity securities are selling at prices that do not yet reflect the current market value of their assets; and
(5) companies that the portfolio managers believe will translate high or increasing returns on invested capital into improving levels of free cash flow and value for shareholders.

The portfolio managers consider selling a security if the price target set by the portfolio managers is exceeded, there is deterioration in fundamentals over an 18 to 24 month period, or more compelling investment opportunities exist.

The fund may invest up to 25% of its total assets in foreign securities. The fund may also invest up to 20% of its assets in equity securities of companies that have market capitalizations, at the time of purchase, in other market capitalization ranges. The fund may invest up to 20% of its assets in investment-grade debt securities, U.S. government securities, and high-quality money market instruments, including shares of affiliated money market funds. The fund employs a risk management strategy to reduce volatility. Pursuant to this strategy, the fund generally invests a substantial amount of its assets in cash and 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 increase the portion of its assets held in cash, cash equivalents (including shares of affiliated money market funds) or

23


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

high quality debt instruments. As a result, the fund may not achieve its investment objective.

The fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

SMALL CAP GROWTH
The fund's investment objective is long-term growth of capital. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

The fund seeks to meet its objective by investing, normally, at least 80% of its assets in securities of 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 and derivative instruments. Synthetic and derivative instruments are investments that have economic characteristics similar to the fund's direct investments. Synthetic and derivative instruments in which the fund may invest may include warrants, futures, options, exchange-traded funds and American Depositary Receipts. Synthetic and derivative instruments may have the effect of leveraging the fund's portfolio.

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. The Russell 3000--Registered Trademark-- Index measures the performance of the 3,000 largest U.S. companies based on total market capitalization.

In selecting investments, the portfolio managers utilize a disciplined portfolio construction process that aligns the fund with the Russell 2000--Registered Trademark--Growth Index which the portfolio managers believe represents the small cap growth asset class. The security selection process is based on a three-step process that includes fundamental, valuation and technical analysis.

- Fundamental analysis involves building a series of financial models, as well as conducting in-depth interviews with company management. The goal is to find high quality, fundamentally sound companies operating in an attractive industry.

- Valuation analysis focuses on identifying attractively valued securities given their growth potential over a one- to two-year horizon.

- Technical analysis is used to help identify the "timeliness" of a purchase. In this step, relative price strength, trading volume characteristics, and trend analysis are reviewed for signs of deterioration. If a stock shows signs of deterioration, it will not be considered as a candidate for the portfolio.

The portfolio managers consider selling a security if a change in industry or company fundamentals indicates a problem, the price target set at purchase is exceeded or a change in technical outlook indicates poor relative strength.

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. The fund may also invest up to 25% of its total assets in foreign securities.

The fund's investments in the types of securities described in this prospectus vary from time to time, and at any time, the fund may not be invested in all types of securities described in this prospectus. Any percentage limitations with respect to assets of the fund are applied at the time of purchase.

The fund typically maintains a portion of its assets in cash, which is generally invested in money market funds advised by the fund's advisor. The fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. The amount of cash held by the fund may increase if the fund takes a temporary defensive position. The fund may take a temporary defensive position when it receives unusually large redemption requests or if there are inadequate investment opportunities due to adverse market, economic, political or other conditions. A larger amount of cash could negatively affect the fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of the fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, the fund may not achieve its investment objective.

When suitable opportunities are available, the fund may invest in initial public offerings (IPOs) of securities.

RISKS
CONSERVATIVE ALLOCATION

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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

24


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

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.
Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.
Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. 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 funds 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- and Asset-Backed Securities Risk--Certain of the underlying funds may invest in mortgage and asset-backed securities. These securities are subject to prepayment or call risk, which is the risk that payments from the borrower may be received earlier or later than expected due to changes in the rate at which the underlying loans are prepaid. Faster prepayments often happen when market interest rates are falling. As a result, an underlying fund may need to reinvest these early payments at lower interest rates, thereby reducing its income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the underlying loans to be outstanding for a longer time, which can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, causing the value of investments in companies located in those countries to

25


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

decline. Transaction costs are often higher in developing countries, and there may be delays in settlement procedures.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

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

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Money Market Fund Risk--The investment in an underlying fund that is a money market 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. Although an underlying fund that is a money market fund seeks to preserve the value of an investment at $1.00 per share, it is possible to lose money by investing in the underlying money market fund. Additionally, an underlying money market fund's yield will vary as the short-term securities in its portfolio mature and the proceeds are reinvested in securities with different interest rates.

The following factors could reduce an underlying money market fund's income and/or share price.

- sharply rising or falling interest rates;

- downgrades of credit ratings or default of any of an underlying money market fund's holdings;

- the risks generally associated with concentrating investments in the banking industry, such as interest rate risk, credit risk and regulatory developments relating to the banking and financial services industries; or

- the risks generally associated with U.S. dollar-denominated foreign investments, including political and economic upheaval, seizure of nationalization of deposits, imposition of taxes or other restrictions on the payment of principal and interest.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more

susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of

26


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

lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

The loans in which an underlying fund may invest in are typically non-investment grade which involve a greater risk of default on interest and principal payments and of price changes due to the changes in the credit quality of the issuer.

The value of lower quality floating rate loans can be more volatile due to increased sensitivity to adverse issuer, political, regulatory, market, or economic developments. A significant portion of an underlying fund's floating rate investments may be issued in connection with highly leveraged transactions. These obligations are subject to greater credit risks, including a greater possibility of default or bankruptcy of the borrower.

The terms of the senior secured floating rate loans in which an underlying fund typically invests require that collateral be maintained to support payment of the obligations. However, the value of the collateral may decline after the underlying fund invests. There is also a risk that the value of the collateral may not be sufficient to cover the amount owed to the underlying fund. In addition, collateral securing a loan may be found invalid, may be used to pay other outstanding obligations of the borrower under applicable law or may be difficult to sell. In the event that a borrower defaults, the underlying fund's access to the collateral may be limited by bankruptcy or other insolvency laws. There is also the risk that the collateral may be difficult to liquidate, or that a majority of the collateral may be illiquid. As a result, the underlying fund may not receive payments to which it is entitled.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- Municipal Securities Risk--Certain of the underlying funds may invest in Municipal Securities. The value of, payment of interest and repayment of principal with respect to, and the ability of the underlying fund to sell, a municipal security may be affected by constitutional amendments, legislative enactments, executive orders, administrative regulations and voter initiatives as well as the economics of the regions in which the issuers in which the underlying fund invests are located. Revenue bonds are generally not backed by the taxing power of the issuing municipality. To the extent that a municipal security in which the fund invests is not heavily followed by the investment community or such security issue is relatively small, the security may be difficult to value or sell at a fair price.

- Concentration Risk--To the extent that an underlying fund invests in securities issued or guaranteed by companies in the banking and financial services industries, the underlying fund's performance will depend to a greater extent on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulation and interest rates and to economic downturns in the United States and abroad.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

GROWTH ALLOCATION

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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

27


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

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.

Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate develop-ments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

28


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

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for an underlying fund to establish or close out a position in these securities at prevailing market prices.

- Sector Fund Risk--Certain of the underlying fund's investments are concentrated in comparatively narrow segments of the economy. This means that the underlying fund's investment concentration in the energy, financial-services, health sciences, leisure and technology sectors is higher than most mutual funds and the broad securities market. Consequently, the underlying fund tends to be more volatile than other mutual funds, and the value of the underlying fund's investments and consequently an investment in the underlying fund tends to go up and down more rapidly.

- Unseasoned Issuer Risk--Start-up companies or earlier stage companies, such as venture capital companies, generally have limited operating histories, no present market for their technologies or products, and no history of earnings or financial services. These

29


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

companies may rely entirely or in large part on private investments to finance their operations.

- Independent Management of Sector Risk--Certain of the underlying fund's investments in different, independently-managed sectors creates allocation risk, which is the risk that the allocation of investments among the sectors may have a more significant effect on the underlying fund's net asset value when one of the sectors is performing more poorly than the other(s). Additionally, the active rebalancing of the underlying fund among the sectors may result in increased transaction costs. The independent management of the five sectors may also result in adverse tax consequences if the portfolio managers responsible for the underlying fund's five sectors effect transactions in the same security on or about the same time.

INCOME ALLOCATION

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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.

Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. The prices of high-coupon U.S. Government agency mortgage-backed securities fall more slowly when interest rates rise than do prices of traditional

30


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

fixed-rate securities. Some of the securities purchased by the underlying funds 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- and Asset-Backed Securities Risk--Certain of the underlying funds may invest in mortgage and asset-backed securities. These securities are subject to prepayment or call risk, which is the risk that payments from the borrower may be received earlier or later than expected due to changes in the rate at which the underlying loans are prepaid. Faster prepayments often happen when market interest rates are falling. As a result, an underlying fund may need to reinvest these early payments at lower interest rates, thereby reducing its income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the underlying loans to be outstanding for a longer time, which can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Developing Markets Securities Risk--The factors described above for "Foreign Securities Risk" 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 (i.e., those that are in the initial stages of their industrial cycle) 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also

31


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

subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Real Estate Risk--Because one of the underlying funds concentrates its assets in the real estate industry, the performance of such underlying fund will be closely linked to the performance of the real estate markets. Property values may fall due to increasing vacancies or declining rents resulting from economic, legal, cultural or technological developments.

Real estate company share prices may drop because of the failure of borrowers to pay their loans and poor management. Many real estate companies, including real estate investment trusts (REITs), utilize leverage (and some may be highly leveraged), which increases investment risk and could adversely affect a real estate company's operations and market value in periods of rising interest rates. Financial covenants related to real estate company leveraging may affect the company's ability to operate effectively. Real estate risks may also arise where real estate companies fail to carry adequate insurance, or where a real estate company may become liable for removal or other costs related to environmental contamination.

Real estate companies tend to be small to medium-sized companies. Real estate company shares, like other smaller company shares, can be more volatile than, and perform differently from, larger company shares. There may be less trading in a smaller company's shares, which means that buy and sell transactions in those shares could have a larger impact on the share's price than is the case with larger company shares.

The underlying fund could conceivably hold real estate directly if a company defaults on debt securities the underlying fund owns. In that event, an investment in the underlying fund may have additional risks relating to direct ownership in real estate, including environmental liabilities, difficulties in valuing and selling real estate, declines in the 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, the underlying fund will bear a proportionate share of those expenses.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

INTERNATIONAL ALLOCATION

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the underlying funds.

32


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

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.

Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- IPO Investment Risk--Certain of the underlying funds may participate in the initial public offering (IPO) market in some market cycles. If the underlying funds have a smaller asset base, any investment an 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.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to

33


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

pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Short Sales Risk--An underlying fund may engage in non-covered short sales, which means selling a security that it does not own in anticipation of purchasing the same security at a later date at a lower price. The underlying fund will not sell a security short, if as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the underlying fund's net assets. If the underlying fund sells a security short, and the security increases in value, the underlying fund will have to pay the higher price to purchase the security. Since there is no limit on how much the price of the security can increase, the underlying fund's exposure is unlimited. The more the underlying fund pays to purchase the security, the more it will lose on the transaction and the more the price of your shares will be affected. The underlying fund will also incur transaction costs to engage in this practice.

- Cash/Cash Equivalents Risk--To the extent that an underlying fund holds cash or cash equivalents rather than equity securities, the underlying fund may not achieve its investment objective and it may underperform its peer group and benchmark index, particularly during periods of strong market performance.

- Non-Diversification Risk--Certain of the underlying funds in which the fund invests are "non-diversified" meaning that they can invest a greater portion of its assets in the obligations of a single issuer than a diversified fund can. To the extent that a large percentage of an underlying fund's assets may be invested in a limited number of issuers, a change in the value of the issuers' securities could affect the value of the underlying fund.
MODERATE ALLOCATION

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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.

Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

34


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

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthi-

35


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

ness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Mortgage- and Asset-Backed Securities Risk--Certain of the underlying funds may invest in mortgage and asset-backed securities. These securities are subject to prepayment or call risk, which is the risk that payments from the borrower may be received earlier or later than expected due to changes in the rate at which the underlying loans are prepaid. Faster prepayments often happen when market interest rates are falling. As a result, an underlying fund may need to reinvest these early payments at lower interest rates, thereby reducing its income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the underlying loans to be outstanding for a longer time, which can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. 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 funds are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

- Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying fund has sold but is obligated to repurchase under the agreement. In the event the buyer of securities

36


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

under a dollar roll transaction files for bankruptcy or becomes insolvent, the underlying 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 underlying fund's obligation to repurchase the securities.

- Risks Relating to Banking and Financial Services Industries--To the extent that the underlying fund is concentrated in securities of issuers in the banking and financial services industries, the underlying fund's performance will depend to a greater extent on the overall condition of those industries. Financial services companies are highly dependent on the supply of short-term financing. The value of securities of issuers in the banking and financial services industry can be sensitive to changes in government regulations and interest rates and to economic downturns in the United States and abroad.

MODERATE GROWTH ALLOCATION

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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.

Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater

37


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

price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such

38


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

securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for an underlying fund to establish or close out a position in these securities at prevailing market prices.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. 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 funds are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

MODERATELY CONSERVATIVE ALLOCATION

The principal risks of investing in the fund are:

- 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, like the fund, are also the risks associated with an investment in the 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.

Based on the structure of the fund, the fund is limited to investing in underlying funds that are part of The AIM Family of Funds(R). Moreover, 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.

Because the fund is a fund of funds, the fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

- Market Risk--The prices of and the income generated by securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors

39


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

including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- U.S. Government Obligations 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 former Student Loan Marketing Association; or (iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to U.S. Government sponsored agencies or instrumentalities if it is not legally obligated to do so, in which case, if the issuer defaulted, the underlying fund holding securities of such issuer might not be able to recover its investment from the U.S. Government.

- High-Coupon U.S. Government Agency Mortgage-Backed Securities Risk--The underlying funds may invest in high-coupon U.S. Government agency mortgage-backed securities. These provide a higher coupon at the time of purchase than current prevailing market interest rates. The underlying funds 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. 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 funds are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

- High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

- Mortgage- and Asset-Backed Securities Risk--Certain of the underlying funds may invest in mortgage and asset-backed securities. These securities are subject to prepayment or call risk, which is the risk that payments from the borrower may be received earlier or later than expected due to changes in the rate at which the underlying loans are prepaid. Faster prepayments often happen when market interest rates are falling. As a result, an underlying fund may need to reinvest these early payments at lower interest rates, thereby reducing its income. Conversely, when interest rates rise, prepayments may happen more slowly, causing the underlying loans to be outstanding for a longer time, which can cause the market value of the security to fall because the market may view its interest rate as too low for a longer-term investment.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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 Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries

40


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

with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

- Active Trading Risk--Certain of the underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objectives. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Value Investing Risk--Certain of the underlying funds may invest in "value" stocks. "Value" stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their full value.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the underlying fund's portfolio managers will produce the desired results.

- Growth Investing Risk--Certain of the underlying funds may invest in "growth" stocks. "Growth" stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Currency/Exchange Rate Risk--Certain of the underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment could cause greater fluctuations in share price than would occur in a more diversified fund.

- Reverse Repurchase Agreement Risk--Reverse repurchase agreements are agreements that involve the sale by the underlying fund of securities to financial institutions such as banks and broker-dealers, with an agreement that the underlying fund will repurchase the securities at an agreed upon price and date. Reverse repurchase agreements involve the risk that the market value of securities to be purchased by the underlying fund may decline below the price at which the fund is obligated to repurchase the securities, or that the other party may default on its obligation, so that the underlying fund is delayed or prevented from completing the transaction. In the event the buyer of securities under a reverse repurchase agreement 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 underlying fund's obligation to repurchase the securities.

- Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

- Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer, and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the

41


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

securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

BASIC VALUE

The principal risks of investing in the fund are:

- Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Value Investing Risk--Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be currently out-of-favor with many investors and can continue to be undervalued for long periods of time and may not ever realize their full value.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity.

- Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If the fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause the fund to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results.
GLOBAL EQUITY

The principal risks of investing in the fund are:

- Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity.

- Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions. These factors may affect the value of securities issued by foreign companies located in developing countries more than those in the countries with more mature economies. For example, many developing countries, in the past, have experienced high rates of inflation or sharply devalued their currencies against the U.S. dollar, 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.

- Convertible Securities Risk--The values of convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the fund.

42


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

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If the fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause the fund to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund.

- Currency/Exchange Rate Risk--The fund may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

- Active Trading Risk--The fund may engage in active and frequent trading of portfolio securities to achieve its investment objectives. If a fund does trade in this way, it may incur increased costs, which can lower the actual return of the fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results.
MID CAP CORE EQUITY

The principal risks of investing in the fund are:

- Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. Certain securities selected for the fund's portfolio may decline in value more than the overall stock market. In general, the securities of mid-size companies are more volatile than those of large companies.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity.

- Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions.

- Convertible Securities Risk--The values of convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

43


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

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

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

- Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for a fund to establish or close out a position in these securities at prevailing market prices.

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If the fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause the fund to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund.

- Cash/Cash Equivalents Risk--To the extent the fund holds cash or cash equivalents rather than equity securities, the fund may not achieve its investment objective and it may under perform its peer group and benchmark index, particularly during periods of strong market performance.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results.
SMALL CAP GROWTH

The principal risks of investing in the fund are:

- Market Risk--The prices of and the income generated by securities held by the fund may decline in response to certain events, including those directly involving the companies whose securities are owned by the fund; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations. Certain securities selected for the fund's portfolio may decline in value more than the overall stock market. In general, the securities of small companies are more volatile than those of mid-size companies or large companies.

- Growth Investing Risk--Growth stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

- Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions, and market liquidity. 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.

44


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

- Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions.

- Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for a fund to establish or close out a position in these securities at prevailing market prices.

- Convertible Securities Risk--The values of convertible securities in which the fund may invest also will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, since these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the fund.

- Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

- Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

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

- Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If the fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with the fund.

- Leveraging Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause the fund to be more volatile than if the fund had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the fund.

- Management Risk--There is no guarantee that the investment techniques and risk analyses used by the fund's portfolio managers will produce the desired results.

- IPO Investment Risk--The prices of IPO securities may go up and down more than prices of equity securities of companies with longer trading histories. In addition, companies offering securities in IPOs may have less experienced management or limited

45


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

operating histories. There can be no assurance that the fund will have favorable IPO investment opportunities.

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT


THE ADVISOR
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.

AIM Floating Rate Fund, one of the underlying funds for Conservative Allocation, Income Allocation, Moderate Allocation and Moderately Conservative Allocation, along with numerous unrelated funds and financial institutions, has been named as a defendant in two private civil lawsuits filed in the United States Bankruptcy Court, Southern District of New York. (Enron Corp. v. J.P. Morgan Securities, Inc., et al., Case No. 01-16034(AJG) and Adelphia Communications Corp. and its Affiliate Debtors in Possession and Official Committee of Unsecured Creditors of Adelphia v. Bank of America, individually and as Agent for various Banks Party to Credit Agreements, et al., Case No. 02-41729). These lawsuits seek, respectively, avoidance of certain payments made by Enron Corp. and avoidance of certain loans of Adelphia Communications Corp. The Enron lawsuit alleges that payments made to AIM Floating Rate Fund and other creditors to prepay and/or redeem certain commercial paper prior to its maturity were preferential transfers. The amount sought to be recovered from AIM Floating Rate Fund in the Enron lawsuit is the aggregate amount of the repurchases of Enron's commercial paper from AIM Floating Rate Fund during the 90 days prior to the filing by Enron of a bankruptcy petition (approximately $10 million) plus interest and Enron's court costs. The Adelphia lawsuit alleges that the purchasers of Adelphia's bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders. The amount sought to be recovered from AIM Floating Rate Fund in the Adelphia lawsuit is not specified in such lawsuit. Adelphia has also filed a bankruptcy petition. Accordingly, any recoveries by the plaintiffs in these lawsuits may result in a corresponding claim against the respective bankruptcy estate, which may be paid in part through distributions under a plan of reorganization to the extent the claim is allowed under such plan.

On October 8, 2004, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM and A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) reached final settlements with certain regulators, including the SEC, the New York Attorney General and the Colorado Attorney General, to resolve civil enforcement actions and/or investigations related to market timing and related activity in the AIM funds, including those formerly advised by IFG. As part of the settlements, a $325 million fair fund ($110 million of which is civil penalties) has been created to compensate shareholders harmed by market timing and related activity in funds formerly advised by IFG. Additionally, AIM and ADI created a $50 million fair fund ($30 million of which is civil penalties) to compensate shareholders harmed by market timing and related activity in funds advised by AIM, which was done pursuant to the terms of the settlement. 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

46


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

timing and/or late trading that also may have harmed applicable AIM funds. These two fair funds will be distributed in accordance with a methodology to be determined by AIM's independent distribution consultant, in consultation with AIM and the independent trustees of the AIM funds and acceptable to the staff of the SEC.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, IFG, AIM, ADI and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

During the fiscal year ended December 31, 2006, the advisor received compensation of 0.61%, 0.79%, 0.68% and 0.70%, respectively, of Basic Value's, Global Equity's, Mid Cap Core Equity's and Small Cap Growth's average daily net assets after fee waivers. The advisor does not receive a management fee from Conservative Allocation, Growth Allocation, Income Allocation, International Allocation, Moderate Allocation, Moderate Growth Allocation and Moderately Conservative Allocation.

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the funds is available in the funds' annual reports to shareholders for the twelve-month period ended December 31, 2006.

PORTFOLIO MANAGER(S)
The following individuals are jointly and primarily responsible for the day-to-day management of each 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.

- Matthew W. Seinsheimer, Senior Portfolio Manager, who has been responsible for the fund since 2000 and has been associated with the advisor and/or its affiliates since 1998.

- Michael J. Simon, Senior Portfolio Manager, who has been responsible for the fund since 2002 and has been associated with the advisor and/or its affiliates since 2001.

They are assisted by the advisor's Basic Value Team.

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.

- Duy Nguyen, Portfolio Manager, who has been responsible for the fund since 2005 and has been associated with the advisor and/or its affiliates since 2000.

They are assisted by the advisor's Global Quantitative Strategies Team.

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.

- Brian Nelson, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 2004. From 2000 to 2004, Mr. Nelson was a senior telecommunications analyst for RCM Global Investors.

- Douglas Asiello, Portfolio Manager, who has been responsible for the fund since 2007 and has been associated with the advisor and/or its affiliates since 2001.

They are assisted by the advisor's Mid/Large Cap Core Team.

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.

47


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

They are assisted by the advisor's Small Cap Core/Growth Team.

ALL FUNDS (OTHER THAN ALLOCATION FUNDS)

A lead manager generally has final authority over all aspects of the fund's investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio construction techniques, portfolio risk assessment, and the management of daily cash flows in accordance with portfolio holdings. The degree to which a lead manager may perform these functions, and the nature of these functions, may change from time to time.

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

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

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 Product Line Strategy and Investment Services 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.

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 generally declares and pays 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.

48


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

LIMITED FUND OFFERING (SMALL CAP GROWTH)

Due to the sometimes limited availability of common stocks of smaller companies that meet the portfolio managers' investment process for the fund, the fund limited public sales of its shares to new investors as of the close of business on March 18, 2002. Investors should note that the fund reserves the right to refuse any order that might disrupt the efficient management of the fund.

All investors who are invested in the fund as of the date on which the fund closed to new investors and remain invested in the fund may continue to make additional investments in their existing accounts and may open new accounts in their name. Additionally, the following types of investors may be allowed to open new accounts in the fund, subject to the approval of ADI and the advisor:

- 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;

- Non qualified deferred compensation plans maintained pursuant to Section 409A of the Code;

- Retirement plans maintained pursuant to Section 457 of the Code; and

- Qualified Tuition Programs maintained pursuant to Section 529 of the Code.

Future investments in the fund may also be made by or through brokerage firm wrap programs, subject to the approval of ADI and the advisor. Such plans and programs that are considering the fund as an investment option should contact ADI.

At the advisor's discretion, proprietary asset allocation funds may open new accounts in the fund. In addition, the fund's current portfolio managers and portfolio management team may also make investments in the fund.

The fund may resume sales of shares to other new investors on a future date if the advisor determines it is appropriate and the Board of Trustees approves.

49


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

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 PricewaterhouseCoopers LLP, whose report, along with each 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 Basic Value's, Global Equity's and Small Cap Growth's performance, see the "Performance Information" section of this prospectus.

                                                                                       BASIC VALUE--
                                                                                    INSTITUTIONAL CLASS
                                                              ---------------------------------------------------------------
                                                                                                               MARCH 15, 2002
                                                                                                                (DATE SALES
                                                                         YEAR ENDED DECEMBER 31,               COMMENCED) TO
                                                              ---------------------------------------------     DECEMBER 31,
                                                                2006           2005        2004       2003          2002
                                                              --------       --------    --------    ------    --------------
Net asset value, beginning of period                          $  34.95       $  32.96    $  29.56    $21.95       $ 29.63
-----------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                           0.24           0.17        0.02      0.08          0.06(a)
-----------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                   4.53           1.82        3.38      7.53         (7.74)
=============================================================================================================================
    Total from investment operations                              4.77           1.99        3.40      7.61         (7.68)
=============================================================================================================================
Less distributions:
  Dividends from net investment income                           (0.19)            --          --        --            --
-----------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                          (2.10)            --          --        --            --
=============================================================================================================================
    Total distributions                                          (2.29)            --          --        --            --
=============================================================================================================================
Net asset value, end of period                                $  37.43       $  34.95    $  32.96    $29.56       $ 21.95
_____________________________________________________________________________________________________________________________
=============================================================================================================================
Total return(b)                                                  13.64%          6.04%      11.50%    34.67%       (25.92)%
_____________________________________________________________________________________________________________________________
=============================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $339,915       $209,208    $103,219    $2,123       $ 1,471
_____________________________________________________________________________________________________________________________
=============================================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                  0.75%(c)       0.72%       0.71%     0.71%         0.81%(d)
-----------------------------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements               0.80%(c)       0.78%       0.73%     0.71%         0.81%(d)
=============================================================================================================================
Ratio of net investment income to average net assets              0.76%(c)       0.62%       0.47%     0.35%         0.35%(d)
_____________________________________________________________________________________________________________________________
=============================================================================================================================
Portfolio turnover rate(e)                                          14%            12%         15%       20%           30%
_____________________________________________________________________________________________________________________________
=============================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $271,142,441.

(d) Annualized.

(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

50


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                     CONSERVATIVE ALLOCATION--
                                                                        INSTITUTIONAL CLASS
                                                              ---------------------------------------
                                                                                      APRIL 30, 2004
                                                                  YEAR ENDED         (DATE OPERATIONS
                                                                 DECEMBER 31,         COMMENCED) TO
                                                              -------------------      DECEMBER 31,
                                                               2006         2005           2004
                                                              ------       ------    ----------------
Net asset value, beginning of period                          $10.42       $10.32         $10.00
-----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         0.38(a)      0.28(a)        0.14
-----------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)        0.37         0.11           0.29
=====================================================================================================
    Total from investment operations                            0.75         0.39           0.43
=====================================================================================================
Less distributions:
  Dividends from net investment income                         (0.36)       (0.23)         (0.11)
-----------------------------------------------------------------------------------------------------
  Distributions from net realized gains                        (0.15)       (0.06)         (0.00)
=====================================================================================================
    Total distributions                                        (0.51)       (0.29)         (0.11)
=====================================================================================================
Net asset value, end of period                                $10.66       $10.42         $10.32
_____________________________________________________________________________________________________
=====================================================================================================
Total return(b)                                                 7.16%        3.79%          4.31%
_____________________________________________________________________________________________________
=====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $  116       $  108         $  104
_____________________________________________________________________________________________________
=====================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                0.23%(c)     0.20%          0.20%(d)
-----------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements             0.31%(c)     0.45%          0.96%(d)
=====================================================================================================
Estimated acquired fund fees from underlying funds(e)           0.61%        0.60%          0.63%
=====================================================================================================
Ratio of net investment income to average net assets            3.57%(c)     2.66%          2.09%(d)
_____________________________________________________________________________________________________
=====================================================================================================
Portfolio turnover rate(f)                                        34%          24%             9%
_____________________________________________________________________________________________________
=====================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $111,321.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

51


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                           GLOBAL EQUITY--
                                                                         INSTITUTIONAL CLASS
                                                              ------------------------------------------
                                                                                          APRIL 30, 2004
                                                                   YEAR ENDED              (DATE SALES
                                                                  DECEMBER 31,            COMMENCED) TO
                                                              ---------------------        DECEMBER 31
                                                               2006          2005              2004
                                                              -------       -------       --------------
Net asset value, beginning of period                          $ 15.64       $ 15.73          $ 13.98
--------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                          0.23          0.23(a)          0.07(a)
--------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)         2.79          1.34             2.48
========================================================================================================
    Total from investment operations                             3.02          1.57             2.55
========================================================================================================
Less distributions:
  Dividends from net investment income                          (0.27)        (0.21)              --
--------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                         (1.79)        (1.45)           (0.80)
========================================================================================================
    Total distributions                                         (2.06)        (1.66)           (0.80)
========================================================================================================
Redemption fees added to shares of beneficial interest           0.00          0.00             0.00
========================================================================================================
Net asset value, end of period                                $ 16.60       $ 15.64          $ 15.73
________________________________________________________________________________________________________
========================================================================================================
Total return(b)                                                 19.40%         9.97%           18.39%
________________________________________________________________________________________________________
========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $66,018       $39,803          $13,158
________________________________________________________________________________________________________
========================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                 1.03%(c)      0.99%            1.18%(d)
--------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements              1.22%(c)      1.17%            1.20%(d)
========================================================================================================
Ratio of net investment income to average net assets             1.50%(c)      1.42%            0.65%(d)
________________________________________________________________________________________________________
========================================================================================================
Portfolio turnover rate(e)                                        166%          120%             115%
________________________________________________________________________________________________________
========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $52,043,535.

(d) Annualized.

(e) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

52


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                         GROWTH ALLOCATION--
                                                                         INSTITUTIONAL CLASS
                                                              ------------------------------------------
                                                                                         APRIL 30, 2004
                                                                  YEAR ENDED            (DATE OPERATIONS
                                                                 DECEMBER 31,            COMMENCED) TO
                                                              -------------------         DECEMBER 31,
                                                               2006         2005              2004
                                                              ------       ------       ----------------
Net asset value, beginning of period                          $12.25       $11.28            $10.00
--------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                         0.16         0.14(a)           0.05(a)
--------------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)        1.92         1.05              1.29
========================================================================================================
    Total from investment operations                            2.08         1.19              1.34
========================================================================================================
Less distributions:
  Dividends from net investment income                         (0.14)       (0.10)            (0.06)
--------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                        (0.42)       (0.12)            (0.00)
========================================================================================================
    Total distributions                                        (0.56)       (0.22)            (0.06)
========================================================================================================
Net asset value, end of period                                $13.77       $12.25            $11.28
________________________________________________________________________________________________________
========================================================================================================
Total return(b)                                                16.98%       10.52%            13.44%
________________________________________________________________________________________________________
========================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $  147       $  125            $  113
________________________________________________________________________________________________________
========================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                0.12%(c)     0.17%             0.17%(d)
--------------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements             0.12%(c)     0.19%             0.75%(d)
========================================================================================================
Estimated acquired fund fees from underlying funds(e)           0.83%        0.87%             0.96%
========================================================================================================
Ratio of net investment income to average net assets            1.24%(c)     1.18%             0.75%(d)
________________________________________________________________________________________________________
========================================================================================================
Portfolio turnover rate(f)                                        24%          14%                2%
________________________________________________________________________________________________________
========================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $134,926.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds expenses that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

53


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                      INCOME ALLOCATION--
                                                                      INSTITUTIONAL CLASS
                                                              -----------------------------------
                                                                                 OCTOBER 31, 2005
                                                                                 (DATE OPERATIONS
                                                               YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,         DECEMBER 31,
                                                                  2006                 2005
                                                              ------------       ----------------
Net asset value, beginning of period                             $10.11               $10.03
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                            0.53                 0.12(a)
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           0.65                 0.11
=================================================================================================
    Total from investment operations                               1.18                 0.23
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.42)               (0.15)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.02)                  --
=================================================================================================
    Total distributions                                           (0.44)               (0.15)
=================================================================================================
Net asset value, end of period                                   $10.85               $10.11
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                   11.87%                2.29%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $   57               $   51
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   0.03%(c)             0.04%(d)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                1.58%(c)            20.58%(d)
=================================================================================================
Estimated acquired fund fees from underlying funds(e)              0.64%                0.69%
=================================================================================================
Ratio of net investment income to average net assets               5.11%(c)             6.70%(d)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           21%                0.99%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $53,852.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

54


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                   INTERNATIONAL ALLOCATION--
                                                                       INSTITUTIONAL CLASS
                                                              -------------------------------------
                                                                                   OCTOBER 31, 2005
                                                                                   (DATE OPERATIONS
                                                               YEAR ENDED           COMMENCED) TO
                                                              DECEMBER 31,           DECEMBER 31,
                                                                  2006                   2005
                                                              ------------         ----------------
Net asset value, beginning of period                             $10.72                 $10.12
---------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.44                   0.32
---------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           2.41                   0.48
===================================================================================================
    Total from investment operations                               2.85                   0.80
===================================================================================================
Less distributions:
  Dividends from net investment income                            (0.24)                 (0.20)
---------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.02)                    --
===================================================================================================
    Total distributions                                           (0.26)                 (0.20)
===================================================================================================
Redemption fees added to Shares of beneficial interest             0.00                     --
===================================================================================================
Net asset value, end of period                                   $13.31                 $10.72
___________________________________________________________________________________________________
===================================================================================================
Total return(b)                                                   26.64%                  7.90%
___________________________________________________________________________________________________
===================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $   69                 $   55
___________________________________________________________________________________________________
===================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   0.18%(c)               0.18%(d)
---------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                0.34%(c)               6.92%(d)
===================================================================================================
Estimated acquired fund fees from underlying funds(e)              1.01%                  1.15%
===================================================================================================
Ratio of net investment income to average net assets               3.62%(c)              18.12%(d)
___________________________________________________________________________________________________
===================================================================================================
Portfolio turnover rate(f)                                            2%                   0.3%
___________________________________________________________________________________________________
===================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $61,562.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

55


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                  MID CAP CORE EQUITY--
                                                                                   INSTITUTIONAL CLASS
                                                              -------------------------------------------------------------
                                                                                                             MARCH 15, 2002
                                                                                                              (DATE SALES
                                                                        YEAR ENDED DECEMBER 31,              COMMENCED) TO
                                                              -------------------------------------------     DECEMBER 31,
                                                               2006          2005       2004       2003           2002
                                                              -------       -------    -------    -------    --------------
Net asset value, beginning of period                          $ 29.26       $ 29.15    $ 27.23    $ 21.27       $ 25.03
---------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income                                          0.38          0.20(a)    0.14(a)    0.08(a)       0.04(a)
---------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                  3.06          2.12       3.76       5.88         (3.77)
===========================================================================================================================
    Total from investment operations                             3.44          2.32       3.90       5.96         (3.73)
===========================================================================================================================
Less distributions:
  Dividends from net investment income                          (0.40)           --         --         --            --
---------------------------------------------------------------------------------------------------------------------------
  Distributions from net realized gains                         (5.48)        (2.21)     (1.98)        --         (0.03)
===========================================================================================================================
    Total distributions                                         (5.88)        (2.21)     (1.98)        --         (0.03)
===========================================================================================================================
Net asset value, end of period                                $ 26.82       $ 29.26    $ 29.15    $ 27.23       $ 21.27
___________________________________________________________________________________________________________________________
===========================================================================================================================
Total return(b)                                                 11.62%         7.92%     14.40%     28.02%       (14.92)%
___________________________________________________________________________________________________________________________
===========================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $75,000       $88,077    $51,579    $26,056       $ 4,817
___________________________________________________________________________________________________________________________
===========================================================================================================================
Ratio of expenses to average net assets                          0.82%(c)      0.82%      0.80%(d)    0.76%        0.82%(e)
===========================================================================================================================
Ratio of net investment income to average net assets             1.10%(c)      0.68%      0.48%      0.32%         0.21%(e)
___________________________________________________________________________________________________________________________
===========================================================================================================================
Portfolio turnover rate(f)                                         51%           61%        56%        38%           38%
___________________________________________________________________________________________________________________________
===========================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $79,474,804.

(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements was 0.81% for the year ended December 31, 2004.

(e) Annualized.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

56


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                       MODERATE ALLOCATION--
                                                                        INSTITUTIONAL CLASS
                                                              ---------------------------------------
                                                                                      APRIL 30, 2004
                                                                  YEAR ENDED         (DATE OPERATIONS
                                                                 DECEMBER 31,         COMMENCED) TO
                                                              -------------------      DECEMBER 31,
                                                               2006         2005           2004
                                                              ------       ------    ----------------
Net asset value, beginning of period                          $11.52       $10.91         $10.00
-----------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                      0.34         0.28           0.13
-----------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)        1.04         0.57           0.88
=====================================================================================================
    Total from investment operations                            1.38         0.85           1.01
=====================================================================================================
Less distributions:
  Dividends from net investment income                         (0.31)       (0.21)         (0.10)
-----------------------------------------------------------------------------------------------------
  Distributions from net realized gains                        (0.33)       (0.03)         (0.00)
=====================================================================================================
    Total distributions                                        (0.64)       (0.24)         (0.10)
=====================================================================================================
Net asset value, end of period                                $12.26       $11.52         $10.91
_____________________________________________________________________________________________________
=====================================================================================================
Total return(b)                                                11.96%        7.76%         10.16%
_____________________________________________________________________________________________________
=====================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                      $  156       $  141         $  110
_____________________________________________________________________________________________________
=====================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                0.10%(c)     0.05%          0.05%(d)
-----------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements             0.10%(c)     0.15%          0.40%(d)
=====================================================================================================
Estimated acquired fund fees from underlying funds(e)           0.80%        0.82%          0.92%
=====================================================================================================
Ratio of net investment income to average net assets            2.83%(c)     2.48%          1.91%(d)
_____________________________________________________________________________________________________
=====================================================================================================
Portfolio turnover rate(f)                                        21%           2%             1%
_____________________________________________________________________________________________________
=====================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $146,939.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

57


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                        MODERATE GROWTH
                                                                         ALLOCATION--
                                                                      INSTITUTIONAL CLASS
                                                              -----------------------------------
                                                                                  APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                               YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,         DECEMBER 31,
                                                                  2006                 2005
                                                              ------------       ----------------
Net asset value, beginning of period                             $11.36               $10.06
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.27                 0.21
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           1.45                 1.19
=================================================================================================
    Total from investment operations                               1.72                 1.40
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.18)               (0.10)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.14)               (0.00)
=================================================================================================
    Total distributions                                           (0.32)               (0.10)
=================================================================================================
Net asset value, end of period                                   $12.76               $11.36
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                   15.17%               13.95%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $   66               $   57
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   0.12%(c)             0.12%(d)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                0.26%(c)             0.69%(d)
=================================================================================================
Estimated acquired fund fees from underlying funds(e)              0.82%                0.78%
=================================================================================================
Ratio of net investment income to average net assets               2.22%(c)             2.90%(d)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           21%                   1%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $60,789.

(d) Annualized.

(e) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

58


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                    MODERATELY CONSERVATIVE
                                                                         ALLOCATION--
                                                                      INSTITUTIONAL CLASS
                                                              -----------------------------------
                                                                                 APRIL 29, 2005
                                                                                 (DATE OPERATIONS
                                                              YEAR ENDED         COMMENCED) TO
                                                              DECEMBER 31,       DECEMBER 31,
                                                                2006                2005
                                                              ------------       ----------------
Net asset value, beginning of period                             $10.61               $10.03
-------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income(a)                                         0.38                 0.23
-------------------------------------------------------------------------------------------------
  Net gains on securities (both realized and unrealized)           0.51                 0.49
=================================================================================================
    Total from investment operations                               0.89                 0.72
=================================================================================================
Less distributions:
  Dividends from net investment income                            (0.29)               (0.13)
-------------------------------------------------------------------------------------------------
  Distributions from net realized gains                           (0.10)               (0.01)
=================================================================================================
    Total distributions                                           (0.39)               (0.14)
=================================================================================================
Net asset value, end of period                                   $11.11               $10.61
_________________________________________________________________________________________________
=================================================================================================
Total return(b)                                                    8.41%                7.19%
_________________________________________________________________________________________________
=================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                         $   58               $   54
_________________________________________________________________________________________________
=================================================================================================
Ratio of expenses to average net assets:
  With fee waivers and/or expense reimbursements                   0.14%(c)             0.14%(e)
-------------------------------------------------------------------------------------------------
  Without fee waivers and/or expense reimbursements                0.99%(c)             2.40%(e)
=================================================================================================
Estimated acquired fund fees from underlying fund expenses         0.74%                0.69%
=================================================================================================
Ratio of net investment income to average net assets(d)            3.51%(c)             3.30%(e)
_________________________________________________________________________________________________
=================================================================================================
Portfolio turnover rate(f)                                           29%                   5%
_________________________________________________________________________________________________
=================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Does not include sales charges and is not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $55,341.

(d) In addition to the fees and expenses which the Fund bears directly; the Fund indirectly bears a pro rata share of the fees and expenses of the underlying funds in which the Fund invests. Because the underlying funds have varied expenses and fee levels and the Fund may own different proportions at different times, the amount of fees and expenses incurred indirectly by the Fund will vary. Estimated acquired fund fees from underlying funds are not expenses that are incurred directly by your Fund. They are expenses that are incurred directly by the underlying funds and are deducted from the value of the funds your Fund invests in. The effect of the estimated acquired fund fees from underlying funds that you bear indirectly is included in your Fund's total return.

(e) Annualized.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year.

59


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

FINANCIAL HIGHLIGHTS (CONTINUED)

                                                                                     SMALL CAP GROWTH--
                                                                                    INSTITUTIONAL CLASS
                                                           ----------------------------------------------------------------------
                                                                                                                      MARCH 15,
                                                                                                                        2002
                                                                                                                     (DATE SALES
                                                                        YEAR ENDED DECEMBER 31,                     COMMENCED) TO
                                                           --------------------------------------------------       DECEMBER 31,
                                                             2006           2005        2004           2003             2002
                                                           --------       --------    --------       --------       -------------
Net asset value, beginning of period                       $  28.08       $  27.83    $  25.91       $  18.53          $ 24.61
---------------------------------------------------------------------------------------------------------------------------------
Income from investment operations:
  Net investment income (loss)                                (0.13)(a)      (0.11)      (0.16)         (0.12)(a)        (0.07)(a)
---------------------------------------------------------------------------------------------------------------------------------
  Net gains (losses) on securities (both realized and
    unrealized)                                                4.30           2.61        2.08           7.50            (6.01)
=================================================================================================================================
    Total from investment operations                           4.17           2.50        1.92           7.38            (6.08)
=================================================================================================================================
Less distributions from net realized gains                    (2.24)         (2.25)         --             --               --
=================================================================================================================================
Net asset value, end of period                             $  30.01       $  28.08    $  27.83       $  25.91          $ 18.53
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Total return(b)                                               14.76%          8.93%       7.41%         39.83%          (24.71)%
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratios/supplemental data:
Net assets, end of period (000s omitted)                   $179,414       $107,023    $112,547       $108,116          $ 2,866
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Ratio of expenses to average net assets                        0.84%(c)       0.84%       0.85%(d)       0.80%            0.89%(e)
=================================================================================================================================
Ratio of net investment income (loss) to average net
  assets                                                      (0.43)%(c)     (0.35)%     (0.57)%        (0.51)%          (0.45)%(e)
_________________________________________________________________________________________________________________________________
=================================================================================================================================
Portfolio turnover rate(f)                                       49%            41%         69%            32%              22%
_________________________________________________________________________________________________________________________________
=================================================================================================================================

(a) Calculated using average shares outstanding.

(b) Includes adjustments in accordance with accounting principles generally accepted in the United States of America and as such, the net asset value for financial reporting purposes and the returns based upon those net asset values may differ from the net asset value and returns for shareholder transactions. Not annualized for periods less than one year.

(c) Ratios are based on average daily net assets of $149,973,055.

(d) After fee waivers and/or expense reimbursements. Ratio of expenses to average net assets prior to fee waivers and/or expense reimbursements for 2004 was 0.86%.

(e) Annualized.

(f) Portfolio turnover is calculated at the fund level and is not annualized for periods less than one year. For the period ending December 31, 2006, the portfolio turnover calculation excludes the value of securities purchased of $349,060,593 and sold of $247,372,735 in the effort to realign the fund's portfolio holdings after the reorganization of AIM Small Company Growth Fund into the fund.

60


THE AIM FUNDS - INSTITUTIONAL CLASS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds. The following information is about the Institutional Classes of these funds, which are offered to certain eligible institutional investors.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

SHARES SOLD WITHOUT SALES CHARGES

You will not pay an initial or contingent deferred sales charge on purchases of any Institutional Class shares.

MINIMUM INVESTMENTS

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

PURCHASE OPTIONS

                        OPENING AN ACCOUNT                                        ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------------------------
Through a Financial     Contact your financial advisor or intermediary.           Contact your financial advisor or
Advisor or other        The financial advisor or intermediary should mail your    intermediary.
Intermediary            completed account application to the transfer agent,
                        AIM Investment Services, Inc.,
                        P.O. Box 0843,
                        Houston, TX 77210-0843.
                        The financial advisor or intermediary should call the
                        transfer agent at (800) 659-1005 to receive a reference
                        number.
                        Then, use the following wire instructions:

                        Beneficiary Bank
                        ABA/Routing #: 021000021
                        Beneficiary Account Number: 00100366732
                        Beneficiary Account Name: AIM Investment Services, Inc.
                        RFB: Fund Name, Reference #
                        OBI: Your Name, Account #

By Telephone and Wire   Open your account through a financial advisor or          Call the transfer agent at (800) 659-1005
                        intermediary as described above.                          and wire payment for your purchase order
                                                                                  in accordance with the wire instructions
                                                                                  listed above.
----------------------------------------------------------------------------------------------------------------------------

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.

AUTOMATIC DIVIDEND AND DISTRIBUTION 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.

REDEEMING SHARES

HOW TO REDEEM SHARES

Through a Financial     Contact your financial advisor or intermediary (including
Advisor or Other        your retirement plan administrator).
Intermediary            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 advisor's or 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.


INSTCL--05/07

A-1


THE AIM FUNDS - INSTITUTIONAL CLASS

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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If your request is not in good order, we may require additional documentation in order to redeem your shares. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

If you redeem by telephone, we will transmit the amount of redemption proceeds electronically to your pre-authorized bank account.

We use reasonable procedures to confirm that instructions communicated via telephone are genuine, and we are not liable for losses arising from actions taken in accordance with 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 INITIATED BY THE 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.

REDEMPTION FEES

Certain Funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM China Fund                       AIM International Core Equity Fund
AIM Developing Markets Fund          AIM International Growth Fund
AIM Floating Rate Fund               AIM International Small Company Fund
AIM Global Equity Fund               AIM International Total Return Fund
AIM Global Real Estate Fund          AIM Japan Fund
AIM Global Value Fund                AIM S&P 500 Index Fund
AIM High Yield Fund                  AIM Trimark Fund
AIM International Allocation Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to an intermediary's automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund.

The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan or IRA to the trustee or custodian of another employee benefit plan or IRA. Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

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THE AIM FUNDS - INSTITUTIONAL CLASS

forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions.

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.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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 A I M Distributors, Inc. ("AIM Distributors") will provide you with notice of such modification or termination if it is required to do so by law.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year; provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held by funds of funds and insurance company separate accounts which use the funds as underlying investments.

- Exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant).

- If you acquire shares in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan or IRA to the trustee or custodian of a new employee benefit plan or IRA, your first reallocation of those assets will not count toward the exchange limitation. Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

RIGHTS RESERVED BY THE FUNDS

Each fund and its agent reserves the right at any time to:

- Reject or cancel all or any part of any purchase or exchange order.

- Modify any terms or conditions related to the purchase, redemption or exchange of shares of any fund.

- Suspend, change or withdraw all or any part of the offering made by this Prospectus.

PAYMENTS TO FINANCIAL ADVISORS

AIM Distributors or one or more of its corporate affiliates (collectively, AIM Affiliates) may make cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These cash payments may include cash payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources. 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 Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the fund on the financial advisor's funds sales system, 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. These 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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.10% of the public offering price of all shares sold by the financial advisor during the particular period. Payments may also be calculated based 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 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create

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THE AIM FUNDS - INSTITUTIONAL CLASS

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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 funds' Boards of Trustees (collectively, the Board) have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all 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 Affiliates currently use the following tools designed to discourage excessive short-term trading in the funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

TRADE ACTIVITY MONITORING

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, 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. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above.

The ability of AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year, or a fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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.

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THE AIM FUNDS - INSTITUTIONAL CLASS

REDEMPTION FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. For more information on this redemption fee, see "Redeeming Shares -- Redemption Fees" section of this prospectus.

The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Board. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Board. 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

Fixed Income Securities. Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or

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THE AIM FUNDS - INSTITUTIONAL CLASS

junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the AIM valuation committee will fair value the security using procedures approved by the Board.

Short-term Securities. The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM High Income Municipal 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.

Swap Agreements. Swap Agreements are fair valued using and evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day.

For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each fund's portfolio securities transactions are recorded no later than the first business day following the trade date.

TIMING OF ORDERS

You can purchase, exchange or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year.

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

Investors in tax-exempt funds should read the information under the heading "Other Information -- Suitability of Investors" in the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

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OBTAINING ADDITIONAL INFORMATION

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

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

BY TELEPHONE:          (800) 659-1005

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

EACH FUND'S MOST RECENT PORTFOLIO HOLDINGS, AS FILED ON FORM N-Q, ARE ALSO

AVAILABLE AT HTTP://WWW.AIMINVESTMENTS.COM.

You can also review and obtain copies of the funds' SAI, financial reports, the funds' Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM 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: 811-02699


AIMinvestments.com AGS-PRO-1 [AIM INVESTMENTS LOGO APPEARS HERE]

--Registered Trademark--


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 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 FUNDS LISTED BELOW. PORTIONS OF EACH FUND'S FINANCIAL STATEMENTS ARE INCORPORATED INTO THIS STATEMENT OF ADDITIONAL INFORMATION BY REFERENCE TO SUCH FUND'S MOST RECENT ANNUAL REPORT TO SHAREHOLDERS. YOU MAY OBTAIN, WITHOUT CHARGE, A COPY OF ANY PROSPECTUS AND/OR ANNUAL REPORT FOR ANY FUND LISTED BELOW FROM AN AUTHORIZED DEALER OR BY WRITING TO:

AIM INVESTMENT SERVICES, INC.
P.O. BOX 4739
HOUSTON, TEXAS 77210-4739
OR BY CALLING (800) 959-4246


THIS STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 2007, RELATES TO THE CLASS A, CLASS B, CLASS C, CLASS R, INVESTOR CLASS AND INSTITUTIONAL CLASS SHARES OF THE FOLLOWING PROSPECTUSES:

                   FUND                          DATED
                   ----                          -----
           AIM BASIC VALUE FUND               MAY 1, 2007
     AIM CONSERVATIVE ALLOCATION FUND         MAY 1, 2007
          AIM GLOBAL EQUITY FUND              MAY 1, 2007
        AIM GROWTH ALLOCATION FUND            MAY 1, 2007
        AIM INCOME ALLOCATION FUND            MAY 1, 2007
     AIM INTERNATIONAL ALLOCATION FUND        MAY 1, 2007
       AIM MID CAP CORE EQUITY FUND           MAY 1, 2007
       AIM MODERATE ALLOCATION FUND           MAY 1, 2007
    AIM MODERATE GROWTH ALLOCATION FUND       MAY 1, 2007
AIM MODERATELY CONSERVATIVE ALLOCATION FUND   MAY 1, 2007
         AIM SMALL CAP GROWTH FUND            MAY 1, 2007


AIM GROWTH SERIES

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
GENERAL INFORMATION ABOUT THE TRUST......................................      1
   Fund History..........................................................      1
   Shares of Beneficial Interest.........................................      1

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS.................      4
   Classification........................................................      4
   Investment Strategies and Risks.......................................      5
      Equity Investments.................................................      6
      Foreign Investments................................................      7
      Debt Investments...................................................      9
      Other Investments..................................................     18
      Investment Techniques..............................................     20
      Derivatives........................................................     29
      Additional Securities or Investment Techniques.....................     36
   Fund Policies.........................................................     38
   Temporary Defensive Positions.........................................     40
   Portfolio Turnover....................................................     41
   Policies and Procedures for Disclosure of Fund Holdings...............     41

MANAGEMENT OF THE TRUST..................................................     44
   Board of Trustees.....................................................     44
   Management Information................................................     44
      Trustee Ownership of Fund Shares...................................     47
   Compensation..........................................................     47
      Retirement Plan For Trustees.......................................     47
      Deferred Compensation Agreements...................................     48
      Purchases of Class A Shares of the Funds at Net Asset Value........     48
   Code of Ethics........................................................     48
   Proxy Voting Policies.................................................     48

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES......................     49

INVESTMENT ADVISORY AND OTHER SERVICES...................................     49
   Investment Advisor....................................................     49
      Portfolio Manager(s)...............................................     51
      Securities Lending Arrangements....................................     51
   Service Agreements....................................................     52
   Other Service Providers...............................................     52

BROKERAGE ALLOCATION AND OTHER PRACTICES.................................     53
   Brokerage Transactions................................................     53
   Commissions...........................................................     53
   Broker Selection......................................................     54
   Directed Brokerage (Research Services)................................     57
   Regular Brokers.......................................................     57
   Allocation of Portfolio Transactions..................................     57
   Allocation of Equity Initial Public Offering ("IPO") Transactions.....     57

PURCHASE, REDEMPTION AND PRICING OF SHARES...............................     57
   Transactions through Financial Intermediaries.........................     57
   Purchase and Redemption of Shares.....................................     58

i

   Institutional Class Shares............................................     75
   Offering Price........................................................     76
   Redemptions In Kind...................................................     78
   Backup Withholding....................................................     78

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................................     79
   Dividends and Distributions...........................................     79
   Tax Matters...........................................................     79

DISTRIBUTION OF SECURITIES...............................................     88
   Distribution Plans....................................................     88
   Distributor...........................................................     90

FINANCIAL STATEMENTS.....................................................     91

PENDING LITIGATION.......................................................     91

APPENDICES:

RATINGS OF DEBT SECURITIES...............................................    A-1
PERSONS TO WHOM AIM PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING
   BASIS.................................................................    B-1
TRUSTEES AND OFFICERS....................................................    C-1
TRUSTEE COMPENSATION TABLE...............................................    D-1
PROXY POLICIES AND PROCEDURES............................................    E-1
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES......................    F-1
MANAGEMENT FEES..........................................................    G-1
PORTFOLIO MANAGERS.......................................................    H-1
ADMINISTRATIVE SERVICES FEES.............................................    I-1
BROKERAGE COMMISSIONS....................................................    J-1
DIRECTED BROKERAGE (RESEARCH SERVICES) AND PURCHASES OF SECURITIES OF
   REGULAR BROKERS OR DEALERS............................................    K-1
CERTAIN FINANCIAL ADVISORS THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS....    L-1
AMOUNTS PAID TO A I M DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS..    M-1
ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS............    N-1
TOTAL SALES CHARGES......................................................    O-1
PENDING LITIGATION.......................................................    P-1

ii

GENERAL INFORMATION ABOUT THE TRUST

FUND HISTORY

AIM 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 seventeen separate portfolios: AIM Basic Value Fund, AIM Conservative Allocation Fund, AIM Global Equity Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund, AIM Independence 2050 Fund, AIM International Allocation Fund, AIM Mid Cap Core Equity Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund, AIM Moderately Conservative Allocation Fund and AIM Small Cap Growth Fund. This Statement of Additional Information relates solely to 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 September 14, 2005, as amended (the "Trust Agreement"), the Board of Trustees of the Trust (the "Board") is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.

The Trust was originally organized on 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.

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

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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 the following separate classes of shares:

                                                                              INVESTOR   INSTITUTIONAL
                FUND                  CLASS A   CLASS B   CLASS C   CLASS R     CLASS        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            X

This Statement of Additional Information relates solely to the Class A, Class B, Class C, Class R, Investor Class and Institutional Class shares, if applicable, of the Funds. The Institutional Class shares of the Funds are intended for use by certain eligible institutional investors, including the following:

- banks and trust companies acting in a fiduciary or similar capacity;

- bank and trust company common and collective trust funds;

- banks and trust companies investing for their own account;

- entities acting for the account of a public entity (e.g. Taft-Hartley funds, states, cities or government agencies);

- retirement plans;

- platform sponsors with which A I M Distributors, Inc. ("AIM Distributors") has entered into an agreement;

- proprietary asset allocation funds; and

- A I M Management Group Inc. and its affiliates.

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

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liquidation of the Trust, shareholders of each class are entitled to share pro rata in the net assets belonging to the applicable Fund allocable to such class available for distribution after satisfaction of outstanding liabilities of the Fund allocable to such class.

Each share of a Fund generally has the same voting, dividend, liquidation and other rights; however, each class of shares of a Fund is subject to different sales loads, conversion features, exchange privileges and class-specific expenses. Only shareholders of a specific class may vote on matters relating to that class' distribution plan.

Because Class B shares automatically convert to Class A shares on or about month-end which is at least eight years after the date of purchase, the Funds' distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act requires that Class B shareholders must also approve any material increase in distribution fees submitted to Class A 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's Bylaws generally provide for indemnification by the Trust of the trustees, the officers and employees or agents of the Trust, provided that such persons have not engaged in Disabling Conduct. Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in the right of the Trust. The Trust's Bylaws provide for the advancement of payments to current and former trustees, officers and employees or agents of the Trust, or anyone serving at their request, in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding, expenses for which such person would be entitled to

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indemnification; provided that any advancement of payments would be reimbursed unless it is ultimately determined that such person is entitled to indemnification for such expenses.

SHARE CERTIFICATES. Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates and share certificates are not issued.

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS

CLASSIFICATION

The Trust is an open-end management investment company. Each of the Funds is "diversified" for purposes of the 1940 Act.

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.

                                                                                                          AIM
                                                      AIM                       AIM            AIM      MODERATE   AIM MODERATELY
                                        AIM          GROWTH    AIM INCOME   INTERNATIONAL   MODERATE     GROWTH      CONSERVATIVE
                                   CONSERVATIVE    ALLOCATION   ALLOCATION   ALLOCATION    ALLOCATION  ALLOCATION     ALLOCATION
                                  ALLOCATION FUND     FUND         FUND         FUND          FUND        FUND           FUND
                                  ---------------  ----------  -----------  -------------  ----------  ----------  --------------
AIM Capital Development Fund           0.000%         0.000%      0.000%        0.000%        5.000%      0.000%        2.500%
AIM Charter Fund                       5.000%         0.000%      0.000%        0.000%        0.000%      0.000%        0.000%
AIM Developing Markets Fund            0.000%         0.000%      0.000%        5.000%        0.000%      0.000%        0.000%
AIM Diversified Dividend Fund          0.000%         0.000%     15.000%        0.000%        0.000%      0.000%        0.000%
AIM Dynamics Fund                      0.000%         5.000%      0.000%        0.000%        0.000%      5.000%        0.000%
AIM Floating Rate Fund                 7.000%         0.000%      7.000%        0.000%        3.000%      0.000%        5.000%
AIM Global Value Fund                  0.000%         0.000%      0.000%       27.500%        0.000%      0.000%        0.000%
AIM High Yield Fund                    0.000%         5.000%     14.000%        0.000%        9.000%     10.000%        4.000%
AIM Income Fund                        0.000%         0.000%      8.500%        0.000%        0.000%      0.000%        0.000%
AIM International Core Equity
   Fund                                2.500%        12.500%      5.000%       35.000%       10.000%     11.000%        5.000%

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                                                                                                          AIM
                                                      AIM                       AIM            AIM      MODERATE   AIM MODERATELY
                                        AIM          GROWTH    AIM INCOME   INTERNATIONAL   MODERATE     GROWTH      CONSERVATIVE
                                   CONSERVATIVE    ALLOCATION   ALLOCATION   ALLOCATION    ALLOCATION  ALLOCATION     ALLOCATION
                                  ALLOCATION FUND     FUND         FUND         FUND          FUND        FUND           FUND
                                  ---------------  ----------  -----------  -------------  ----------  ----------  --------------
AIM International Total Return
   Fund                                4.000%         0.000%      5.000%        0.000%        2.500%      0.000%        3.500%
AIM Intermediate Government Fund       0.000%         0.000%      7.000%        0.000%        0.000%      0.000%       13.000%
AIM International Growth Fund          0.000%        12.500%      0.000%       22.500%        7.500%     11.000%        2.500%
AIM International Small Company
   Fund                                0.000%         0.000%      0.000%       10.000%        0.000%      0.000%        0.000%
AIM Large Cap Basic Value Fund         2.500%         8.750%      0.000%        0.000%        5.000%      7.000%        5.625%
AIM Large Cap Growth Fund              2.500%        10.000%      0.000%        0.000%        6.250%      8.250%        5.625%
AIM Limited Maturity Treasury
   Fund                                8.000%         0.000%      0.000%        0.000%        0.000%      0.000%        0.000%
AIM Mid Cap Basic Value Fund           0.000%         0.000%      0.000%        0.000%        5.000%      5.000%        5.000%
AIM Multi-Sector Fund                  2.500%        12.500%      0.000%        0.000%        5.000%      7.500%        2.500%
AIM Real Estate Fund                   0.000%         5.000%      7.000%        0.000%        0.000%      2.500%        0.000%
AIM Small Cap Equity Fund              0.000%         0.000%      0.000%        0.000%        0.000%      7.500%        0.000%
AIM Small Cap Growth Fund              0.000%        10.000%      0.000%        0.000%        0.000%      0.000%        0.000%
AIM Short Term Bond Fund              24.000%         0.000%      6.000%        0.000%        2.500%      0.000%       12.000%
AIM Structured Growth Fund             2.500%        10.000%      0.000%        0.000%        6.250%      8.250%        5.625%
AIM Structured Value Fund              2.500%         8.750%      0.000%        0.000%        5.000%      7.000%        5.625%
AIM Total Return Bond Fund            22.000%         0.000%     17.500%        0.000%       23.000%     10.000%       22.500%
AIM Trimark Endeavor Fund              5.000%         0.000%      0.000%        0.000%        0.000%      0.000%        0.000%
AIM Trimark Small Companies Fund       0.000%         0.000%      0.000%        0.000%        5.000%      0.000%        0.000%
AIM Utilities Fund                     0.000%         0.000%      8.000%        0.000%        0.000%      0.000%        0.000%
Liquid Assets Portfolio               10.000%         0.000%      0.000%        0.000%        0.000%      0.000%        0.000%

INVESTMENT STRATEGIES AND RISKS

Set forth below are detailed descriptions of the various types of securities and investment techniques that AIM may use in managing the Funds, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks 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.

Not all of the Funds invest in all of the types of securities or use all of the investment techniques described below, and a Fund may not invest in all of these types of securities or use all of these techniques at any one time. A Fund's transactions in a particular type of 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 the federal securities laws. AIM may invest in other types of securities and may use other investment techniques in managing the Funds, including those described below for Funds not specifically mentioned as investing in the security or using the investment technique, as well as securities and techniques not described,

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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 the federal securities laws.

The Funds' investment objectives, policies, strategies and practices described below are non-fundamental unless otherwise indicated.

As stated above, the Asset Allocation Funds are "funds of funds" which invest in Underlying Funds and generally do not directly invest in the securities or use the investment techniques discussed below. The types of securities and investment techniques discussed below generally are those of AIM Basic Value Fund, AIM Global Equity Fund, AIM Mid Cap Core Equity Fund, AIM Small Cap Growth Fund and the Underlying Funds.

Equity Investments

Each Fund (including certain of the Underlying Funds in which the Asset Allocation Funds invest) may invest in all of the following types of 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 dividend 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 of the Underlying Funds in which AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund 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 Funds; (b) acquired through the exercise of equity features accompanying convertible securities held by the Funds, 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 the Fund.

A Fund 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

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(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
- Junk Bonds" below.

ALTERNATIVE ENTITY SECURITIES. Companies that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities may issue equity securities that are similar to common or preferred stock of corporations.

Foreign Investments

FOREIGN SECURITIES. Each Fund other than AIM Global Equity Fund and the Asset Allocation Funds 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%, 20% and 22%, respectively, of their total assets in equity funds that invest primarily in foreign securities. 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 may invest up to 25% in foreign securities and 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 and some of which may invest 100% of their total assets in 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. For a discussion of ADRs and EDRs, please refer to subsection "Foreign Exchange Transactions - ADRs and EDRs" below.

Investments by a Fund in foreign securities, whether denominated in U.S. dollars or foreign currencies, may entail some or 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 may not be 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

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foreign custodians) may be associated with the maintenance of assets in foreign jurisdictions. There is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers which may make it difficult to enforce contractual obligations. In addition, transaction costs in foreign securities markets are likely to be higher, since brokerage commission rates in foreign countries are likely to be higher than in the United States.

Risks of Developing Countries. 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 that 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 after investments in these currencies by the Funds. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Many of the developing securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility. There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies, any of which may have a detrimental effect on the Fund's investments.

FOREIGN GOVERNMENT OBLIGATIONS. Each Fund (including certain of the Underlying Funds in which the Asset Allocation Funds invest) other than AIM Small Cap Growth Fund may invest in debt securities of foreign governments. 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 government obligations of developing countries, and some structures of emerging market debt securities, both of which are generally below investment grade, are sometimes referred to as "Brady Bonds".

FOREIGN EXCHANGE TRANSACTIONS. Each Fund (including certain of the Underlying Funds in which the Asset Allocation Funds invest) 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. AIM International Total Return Fund, one of the Underlying Funds, may also engage in foreign exchange transactions using futures or forward currency contracts for non-hedging purposes to enhance returns. A Fund may commit the same percentage of its assets to foreign exchange hedges as it can invest in foreign securities. Foreign exchange transactions include direct purchases of futures contracts with respect to foreign currency, and contractual agreements to purchase or sell a specified currency at a specified future date (up to one year) at a price set at the time of the contract. Such contractual commitments may be forward currency contracts entered into directly with another party or exchange traded futures contracts.

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

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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. There can be no guarantee that these investments will be successful. Additionally, foreign exchange transactions may involve some of the risks of investments in foreign securities.

ADRS AND EDRS - American Depositary Receipts, or ADRs, are receipts typically issued by U.S. banks. ADRs are receipts for the share of foreign corporations that are held by the bank issuing the receipt. An ADR entitles its holder to all dividends and capital gains on the underlying foreign securities, less any fees paid to the bank. Purchasing ADRs gives a Fund the ability to purchase the functional equivalent of foreign securities without going to the foreign securities markets to do so. ADRs are bought and sold in U.S. dollars, not foreign currencies. An ADR that is "sponsored" means that the foreign corporation whose shares are represented by the ADR is actively involved in the issuance of the ADR and generally provides material information about the corporation to the U.S. market. An "unsponsored" ADR program means that the foreign corporation whose shares are held by the bank is not obligated to disclose material information in the United States, and, therefore, the market value of the ADR may not reflect important facts known only to the foreign company. Since they mirror their underlying foreign securities, ADRs generally have the same risks as investing directly in the underlying foreign securities. European Depositary Receipts, or EDRs, are similar to ADRs, except they are typically issued by European banks or trust companies.

FLOATING RATE CORPORATE LOANS AND CORPORATE DEBT SECURITIES OF
NON-U.S. BORROWERS. AIM Floating Rate Fund, one of the Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invests may invest in floating rate loans and floating rate debt securities that are made to non-U.S. borrowers, provided that the loans are U.S. dollar-denominated or otherwise provide for payment in U.S. dollars, and any such borrower meets the credit standards established by AIM and/or the AIM Floating Rate Fund's sub-advisor for U.S. borrowers. AIM Floating Rate Fund similarly may invest in floating rate loans and floating rate debt securities made to U.S. borrowers with significant non-U.S. dollar-denominated revenues, provided that the loans are U.S. dollar-denominated or otherwise provide for payment to AIM Floating Rate Fund in U.S. dollars. In all cases where the floating rate loans or floating rate debt securities are not denominated in U.S. dollars, provisions will be made for payments to the lenders, including AIM Floating Rate Fund, in U.S. dollars pursuant to foreign currency swaps. Loans to non-U.S. borrowers or U.S. borrowers with significant non-U.S. dollar denominated revenues may involve risks not typically involved in domestic investment, including fluctuation in foreign exchange rates, future foreign political and economic developments, and the possible imposition of exchange controls or other foreign or U.S. governmental laws or restrictions applicable to such loans. There is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments in certain foreign countries, which could affect AIM Floating Rate Fund's investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment position. In addition, information with respect to non-U.S. borrowers may differ from that available for U.S. borrowers, because foreign companies are not generally subject to accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. borrowers.

Debt Investments

U.S. GOVERNMENT OBLIGATIONS. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may invest in 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 because 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

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("FNMA"), are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as those of the former Student Loan Marketing Association ("SLMA"), are supported by the discretionary authority of the U.S. Government to purchase the agency's obligations; still others, although 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.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. AIM Global Equity Fund and certain of the Underlying Funds in which the Asset Allocation Funds invest 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 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 and from sales of personal property. 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. Although 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, 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"). AIM Global Equity Fund and certain of the Underlying Funds in which the Asset Allocation Funds invest may invest in CMOs. A CMO is a hybrid

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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 the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on a 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 Funds' 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.

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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 a 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 a 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.

MUNICIPAL SECURITIES. Certain of the Underlying Funds in which AIM Conservative Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund invest may invest in "Municipal Securities," which include debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities. Municipal Securities are 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. 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."

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 Underlying 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 an Underlying Fund will vary from time to time.

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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 of the Underlying 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 an Underlying 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 the Underlying Fund. Neither event would require an Underlying Fund to dispose of the security, but AIM will consider such events to be relevant in determining whether the Underlying 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, an Underlying 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."

If an Underlying 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 Underlying Fund and affect its share price.

Certain of the Underlying Funds may invest in securities which are insured by financial insurance companies. Because a limited number of entities provide such insurance, an Underlying Fund may invest more than 25% of its assets in securities insured by the same insurance company.

Other Considerations. The ability of an Underlying Fund to achieve its investment objective depends upon the continuing ability of the issuers or guarantors of Municipal Securities held by the Underlying Fund to meet their obligations for the payment of interest and principal when due. The securities in which an Underlying 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 an Underlying 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 an Underlying Fund's shareholders will be the yield realized by the Underlying Fund on its investments,

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reduced by the general expenses of the Underlying Fund and the Trust. The market values of the Municipal Securities held by an Underlying 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.

MUNICIPAL LEASE OBLIGATIONS. Certain of the Underlying Funds in which AIM Income Allocation Fund invests may invest in municipal lease obligations. Municipal lease obligations, a type of Municipal Security, may take the form of a lease, an installment purchase or a conditional sales contract. Municipal lease obligations are issued by state and local governments and authorities to acquire land, equipment and facilities such as state and municipal vehicles, telecommunications and computer equipment, and other capital assets. Interest payments on qualifying municipal leases are exempt from federal income taxes. The Underlying Funds may purchase these obligations directly, or it may purchase participation interests in such obligations. Municipal leases are generally subject to greater risks than general obligation or revenue bonds. State laws set forth requirements that states or municipalities must meet in order to issue municipal obligations, and such obligations may contain a covenant by the issuer to budget for, appropriate, and make payments due under the obligation. However, certain municipal lease obligations may contain "non-appropriation" clauses which provide that the issuer is not obligated to make payments on the obligation in future years unless funds have been appropriated for this purpose each year. Accordingly, such obligations are subject to "non-appropriation" risk. While municipal leases are secured by the underlying capital asset, it may be difficult to dispose of such assets in the event of non-appropriation or other default. All direct investments by the Underlying Funds in municipal lease obligations shall be deemed illiquid and shall be valued according to the Underlying Funds' Procedures for Valuing Securities current at the time of such valuation.

BANK INSTRUMENTS. The Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund invest may invest in certificates of deposits, time deposits, and bankers' acceptances from U.S. or foreign banks. A bankers' acceptance is a bill of exchange or time draft drawn on and accepted by a commercial bank. A certificate of deposit is a negotiable interest-bearing instrument with a specific maturity. Certificates of deposit are issued by banks and savings and loan institutions in exchange for the deposit of funds, and normally can be traded in the secondary market prior to maturity. A time deposit is a non-negotiable receipt issued by a bank in exchange for the deposit of funds. Like a certificate of deposit, it earns a specified rate of interest over a definite period of time; however, it cannot be traded in the secondary market.

The Underlying 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 an Underlying 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.

FLOATING RATE CORPORATE LOANS AND CORPORATE DEBT SECURITIES. AIM
Floating Rate Fund, one of the Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invests may invest in floating rate loans. Floating rate loans consist generally of obligations of companies and other entities (collectively, "borrower") incurred for the purpose of reorganizing the assets and liabilities of a borrower; acquiring another company; taking over control of a company (leveraged buyout); temporary refinancing; or financing internal growth or other general business purposes. Floating rate loans are often obligations of borrowers who have incurred a significant percentage of debt compared to equity issued and thus are highly leveraged.

Floating rate loans may include both term loans, which are generally fully funded at the time of AIM Floating Rate Fund's investment, and revolving loans, which may require AIM Floating Rate Fund to make additional investments in the loans as required under the terms of the loan agreement. A revolving credit loan agreement may require AIM Floating Rate Fund to increase its investment in a loan at a time

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when AIM Floating Rate Fund might not otherwise have done so, even if the borrower's condition makes it unlikely that the loan will be repaid.

A floating rate loan is generally offered as part of a lending syndicate to banks and other financial institutions and is administered in accordance with the terms of the loan agreement by an agent bank who is responsible for collection of principal and interest and fee payments from the borrower and apportioning those payments to all lenders who are parties to the agreement. Typically, the agent is given broad discretion to enforce the loan agreement and is compensated by the borrower for its services.

Floating rate loans may be acquired by direct investment as a lender at the inception of the loan or by assignment of a portion of a floating rate loan previously made to a different lender or by purchase of a participation interest. If AIM Floating Rate Fund makes a direct investment in a loan as one of the lenders, it generally acquires the loan at par. This means AIM Floating Rate Fund receives a return at the full interest rate for the loan. If AIM Floating Rate Fund acquires its interest in loans in the secondary market, the loans may be purchased or sold above, at, or below par, which can result in a yield that is below, equal to, or above the stated interest rate of the loan. See also "Participation Interests" below.

Historically, floating rate loans have not been registered with the Securities and Exchange Commission or any state securities commission or listed on any securities exchange. As a result, the amount of public information available about a specific floating rate loan has been historically less extensive than if the floating rate loan were registered or exchange traded.

Floating rate debt securities are typically in the form of notes or bonds issued in public or private placements in the securities markets. Floating rate debt securities will typically have substantially similar terms to floating rate loans, but will not be in the form of participations or assignments.

The floating rate loans and debt securities in which AIM Floating Rate Fund invests will, in most instances, be secured and senior to other indebtedness of the borrower. Each floating rate loan and debt security will generally be secured by collateral such as accounts receivable, inventory, equipment, real estate, intangible assets such as trademarks, copyrights and patents, and securities of subsidiaries or affiliates. The value of the collateral generally will be determined by reference to financial statements of the borrower, by an independent appraisal, by obtaining the market value of such collateral, in the case of cash or securities if readily ascertainable, or by other customary valuation techniques considered appropriate by AIM and/or AIM Floating Rate Fund's sub-advisor. The value of collateral may decline after AIM Floating Rate Fund's investment, and collateral may be difficult to sell in the event of default. Consequently, AIM Floating Rate Fund may not receive all the payments to which it is entitled. Up to 20% of AIM Floating Rate Fund's assets may be invested in unsecured floating rate loans and debt securities or subordinated floating rate loans and debt securities, which may or may not be secured. If the borrower defaults on an unsecured loan or security, there is no specific collateral on which the lender can foreclose. If the borrower defaults on a subordinated loan or security, the collateral may not be sufficient to cover both the senior and subordinated loans and securities.

Most borrowers pay their debts from cash flow generated by their businesses. If a borrower's cash flow is insufficient to pay its debts, it may attempt to restructure its debts rather than sell collateral. Borrowers may try to restructure their debts by filing for protection under the federal bankruptcy laws or negotiating a work-out. If a borrower becomes involved in a bankruptcy proceeding, access to collateral may be limited by bankruptcy and other laws. If a court decides that access to collateral is limited or void, AIM Floating Rate Fund may not recover the full amount of principal and interest that is due.

A borrower must comply with certain restrictive covenants contained in the loan agreement or indenture (in the case of floating rate debt securities). In addition to requiring the scheduled payment of principal and interest, these covenants may include restrictions on the payment of dividends and other distributions to the borrower's shareholders, provisions requiring compliance with specific financial ratios, and limits on total indebtedness. The agreement may also require the prepayment of the floating rate loans or debt securities from excess cash flow. A breach of a covenant that is not waived by the agent

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(or lenders directly) is normally an event of default, which provides the agent and lenders the right to call for repayment of the outstanding floating rate loan or debt security.

Purchasers of floating rate loans may receive and/or pay certain fees. These fees are in addition to interest payments and may include commitment fees, facility fees, and prepayment penalty fees. When AIM Floating Rate Fund buys a floating rate loan, it may receive a facility fee, and when it sells a floating rate loan, it may pay an assignment fee.

It is expected that the majority of floating rate loans and debt securities will have stated maturities of three to ten years. However, because floating rate loans and debt securities are frequently prepaid, it is expected that the average maturity will be three to five years. The degree to which borrowers prepay floating rate loans and debt securities, whether as a contractual requirement or at the borrower's election, may be affected by general business conditions, the borrower's financial condition and competitive conditions among lenders. Prepayments cannot be predicted with accuracy. Prepayments may result in the fund's investing in floating rate loans and debt securities with lower yields.

PARTICIPATION INTERESTS. The Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invests 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 Underlying Funds generally will have no right directly to enforce compliance by the borrower with the terms of the credit agreement. Instead, an Underlying Fund will be required to rely on the Lender or the Participant that sold the participation interest both for the enforcement of the Underlying Fund's rights against the Borrower and for the receipt and processing of payments due to the Underlying Fund under the loans. Under the terms of a participation interest, an Underlying Fund may be regarded as a member of the Participant and thus the Underlying Fund is subject to the credit risk of both the Borrower and a Participant. Participation interests are generally subject to restrictions on resale. The Underlying Funds consider participation interests to be illiquid and therefore subject to the Underlying Funds' percentage limitations for investments in illiquid securities.

The Underlying Funds may be subject to the credit of both the agent and the lender from whom the Fund acquires a participation interest. AIM Floating Rate Fund will invest in participation interests only if, at the time of investment, the outstanding debt obligations of the agent bank and any lenders or participants interposed between the borrower and the Fund are investment grade, i.e. rated BBB, A-3 or higher by Standard & Poor's ("S&P") or Baa, P-3 or higher by Moody's Investor Service, Inc. ("Moody's"), or if unrated, deemed by AIM and/or AIM Floating Rate Fund's sub-advisor to be of comparable quality. These credit risks may include delay in receiving payments of principal and interest paid by the borrower to the agent or, in the case of a participation, offsets by the lender's regulator against payments received from the borrower. In the event of the borrower's bankruptcy, the borrower's obligation to repay the floating rate loan may be subject to defenses that the borrower can assert as a result of improper conduct by the agent.

COLLATERALIZED LOAN OBLIGATIONS ("CLOS"). AIM Floating Rate Fund, one
of the Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invests may invest in CLOs, which are debt instruments backed solely by a pool of other debt securities. The risks of an investment in a CLO depend largely on the type of the collateral securities and the class of the CLO in which AIM Floating Rate Fund invests. Some CLOs have credit ratings, but are typically issued in various classes with various priorities. Normally, CLOs are privately offered and sold (that is, not registered under the securities laws) and may be characterized by AIM Floating Rate Fund as illiquid securities, but an active dealer market may exist for CLOs that qualify for Rule 144A transactions. In addition to the normal interest rate, default and other risks of fixed income securities, CLOs carry additional risks, including the possibility that distributions from collateral securities will not be adequate to make interest or other payments, the quality of the collateral may decline in value or default, AIM Floating Rate Fund may invest in CLOs that are subordinate to other classes, volatility in values, and may produce disputes with the issuer or unexpected investment results.

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COMMERCIAL INSTRUMENTS. The Underlying Funds in which AIM Conservative Allocation Fund invests may invest in commercial instruments, including commercial paper, master notes and other short-term corporate instruments, that are denominated in U.S. dollars. Commercial paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Master notes are demand notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the quality criteria of the Underlying Funds. 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. Master notes are generally illiquid and therefore subject to the Underlying Funds' percentage limitations for investments in illiquid securities.

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. AIM Global Equity Fund and the Underlying Funds in which the Asset Allocation Funds invest 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 may be 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.

The Funds 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 in 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.

Descriptions of debt securities ratings are found in Appendix A.

LIQUID ASSETS. For cash management purposes, each Fund may hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, each Fund may temporarily hold all or a portion of its assets in cash, cash equivalents (including shares of affiliated money market funds) or high-quality debt instruments. As a result, a Fund may not achieve its investment objective.

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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).

Other Investments

REAL ESTATE INVESTMENT TRUSTS ("REITS"). To the extent consistent with their respective investment objectives and policies, each Fund (including certain of the Underlying Funds in which the Asset Allocation Funds invest) may invest up to 15% of its total assets in equity and/or debt securities issued by 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 that a Fund has the ability to invest in REITs, the Fund could conceivably own real estate directly as a result of a default on the securities it owns. A Fund, therefore, may be subject to certain risks associated with the direct ownership of real estate including difficulties in valuing and trading real estate, declines in the value of real estate, risks related to general and local economic conditions, adverse changes in the climate for real estate, environmental liability risks, increases in property taxes and operating expenses, changes in zoning laws, casualty or condemnation losses, limitations on rents, changes in neighborhood values, the appeal of properties to tenants, and increases in interest rates.

In addition to the risks described above, equity REITs may be affected by any changes in the value of the underlying property owned by the trusts, while mortgage REITs may be affected by the quality of any credit extended. Equity and mortgage REITs are dependent upon management skill, are not diversified, and are therefore subject to the risk of financing single or a limited number of projects. Such trusts are also subject to heavy cash flow dependency, defaults by borrowers, self-liquidation, and the possibility of failing to maintain an exemption from the 1940 Act. Changes in interest rates may also affect the value of debt securities held by a Fund. By investing in REITs indirectly through a Fund, a shareholder will bear not only his/her proportionate share of the expenses of the Fund, but also, indirectly, similar expenses of the REITs.

OTHER INVESTMENT COMPANIES. Each Fund may purchase shares of other investment companies. As discussed previously, the Asset Allocation Funds are structured as "funds of funds" under the 1940 Act and invest in other investment companies that have AIM as an investment advisor (the "AIM Funds").

For each Fund other than the Asset Allocation Funds, the 1940 Act imposes the following restrictions on investments in other investment companies:
(i) a Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) a Fund may not invest more than 5% of its total assets in securities issued by another investment company; and (iii) a Fund may not invest more than 10% of its total assets in securities issued by other investment companies. These restrictions do not apply to investments by the Funds in investment companies that are money market funds, including money market funds that have AIM or an affiliate of AIM as an investment advisor (the "Affiliated Money Market Funds"). As "funds of funds" under the 1940 Act, the Asset Allocation Funds are not subject to these restrictions.

With respect to a Fund's purchase of shares of another investment company, including an Affiliated Money Market Fund and an underlying AIM Fund (in the case of the Asset Allocation Funds), the Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company.

EXCHANGE-TRADED FUNDS. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may purchase shares of exchange-traded funds ("ETFs"). Most ETFs are registered under the 1940 Act as investment companies. Therefore, a purchase of shares of an ETF by all Funds other than the Asset Allocation Funds may be subject to the restrictions on investments in other investment companies discussed above under "Other Investment Companies." As discussed above

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previously, the Asset Allocation Funds are structured as "Fund of Funds" under the 1940 Act and invest in other investment companies.

ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the price and/or yield of (i) a specified market index, (ii) a basket of securities, commodities or currencies, or (iii) a particular commodity or currency. The performance results of ETFs will not replicate exactly the performance of the pertinent index, basket, commodity or currency due to transaction and other expenses, including fees to service providers, borne by ETFs. ETF shares are sold and redeemed at net asset value only in large blocks called creation units and redemption units, respectively. ETF shares also may be purchased and sold in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day.

Investments in ETFs involve the same risks associated with a direct investment in the commodity or currency, or in the types of securities, commodities and/or currencies included in the indicies or baskets the ETFs are designed to replicate. In addition, shares of an ETF may trade at a market price that is less than their net asset value and an active trading market in such shares may not develop or continue. Moreover, trading of an ETF's shares may be halted if the listing exchange's officials deem such action to be appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. Finally there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF to replicate a particular index or baskets will replicate (i) such index or basket, or (ii) a commodity or currency will replicate the prices of such commodity or currency.

DEFAULTED SECURITIES. The Underlying Funds in which AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund and AIM Moderately Conservative Allocation Fund invest may invest in defaulted securities. In order to enforce its rights in defaulted securities, an Underlying 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 the Underlying Fund's operating expenses and adversely affect its net asset value. Any investments by an Underlying Fund 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. The Underlying Funds in which the Asset Allocation Funds invest may invest in securities that 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 an Underlying Fund (exclusive of floating rate corporate loans purchased by AIM Floating Rate Fund) are subject to payment of principal and accrued interest (usually within seven days) on the Underlying 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 the Underlying Funds. AIM will monitor the pricing, quality and liquidity of the variable or floating rate securities held by the Underlying Funds.

INDEXED SECURITIES. The Underlying Funds in which each Asset Allocation Fund other than AIM Income Allocation Fund invests 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

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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 of the Underlying Funds in which the Asset Allocation Funds invest 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, an Underlying Fund 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 the payment price and interest rate to be received or paid on the investment. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may purchase securities on a delayed delivery basis to the extent it can anticipate having available cash on the settlement date. Delayed delivery agreements will not be used as a speculative or leverage technique.

Investment in securities on a delayed delivery basis may increase a Fund's exposure to market fluctuation and may increase the possibility that the Fund will incur short-term gains subject to federal taxation or short-term losses if the Fund must engage in portfolio transactions in order to honor a delayed delivery commitment. Until the settlement date, a Fund will segregate liquid assets of a dollar value sufficient at all times to make payment for the delayed delivery transactions. Such segregated liquid assets will be marked-to-market daily, and the amount segregated will be increased if necessary to maintain adequate coverage of the delayed delivery commitments. No additional delayed delivery agreements or when-issued commitments (as described below) will be made by a Fund if, as a result, more than 25% of the Fund's total assets would become so committed.

The delayed delivery securities, which will not begin to accrue interest or dividends until the settlement date, will be recorded as an asset of a Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of a Fund until settlement. Absent extraordinary circumstances, a Fund will not sell or otherwise transfer the delayed delivery 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. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may purchase 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

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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. The Funds will employ techniques designed to reduce such risks. If a Fund purchases a when-issued security, the Fund will segregate liquid assets in an amount equal to the when-issued commitment. If the market value of such segregated assets declines, additional liquid assets will be segregated on a daily basis so that the market value of the segregated assets will equal the amount of the Fund's when-issued commitments. No additional delayed delivery agreements (as described above) or when-issued commitments will be made by a Fund if, as a result, more than 25% of the Fund's total assets would become so committed.

SHORT SALES. Each Fund (including certain of the Underlying Funds in which the Asset Allocation Funds invest) intends from time to time to sell securities short. A short sale is effected when it is believed that the price of a particular security will decline, and involves the sale of a security which a Fund does not own in the hope of purchasing the same security at a later date at a lower price. To make delivery to the buyer, a Fund must borrow the security from a broker-dealer through which the short sale is executed, and the broker-dealer delivers such securities, on behalf of such Fund, to the buyer. The broker-dealer is entitled to retain the proceeds from the short sale until a Fund delivers to such broker-dealer the securities sold short. In addition, a Fund is required to pay to the broker-dealer the amount of any dividends paid on shares sold short and may have to pay a premium to borrow the securities.

To secure its obligation to deliver to such broker-dealer the securities sold short, a Fund may be required to deposit cash or liquid securities with the broker in addition to the proceeds from the short sale to meet necessary margin requirements. In addition, a Fund will place in a segregated account with such Fund's custodian an amount of cash or liquid securities equal to the difference, if any, between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker-dealer in connection with the short sale. As a result of these requirements, a Fund will not gain any leverage merely by selling short, except to the extent that it earns interest on the retained proceeds of sale. The amounts deposited with the broker-dealer or segregated as described above do not have the effect of limiting the amount of money that the Fund may lose on a short sale.

A Fund is said to have a short position in the securities sold short until it delivers to the broker-dealer the securities sold short, at which time such Fund receives the proceeds of the sale. A Fund will normally close out a short position by purchasing on the open market and delivering to the broker-dealer an equal amount of the securities sold short.

A Fund will realize a gain if the price of a security declines between the date of the short sale and the date on which such Fund purchases a security to replace the borrowed security. On the other hand, a Fund will incur a loss if the price of the security increases between those dates. The amount of any gain will be decreased and the amount of any loss increased by any premium or interest that a Fund may be required to pay in connection with a short sale. It should be noted that possible losses from short sales differ from those that could arise from a cash investment in a security in that losses from a short sale may be limitless, while the losses from a cash investment in a security cannot exceed the total amount of a Fund's investment in the security. For example, if a Fund purchases a $10 security, potential loss is limited to $10; however, if a Fund sells a $10 security short, it may have to purchase the security for return to the broker-dealer when the market value of that security is $50, thereby incurring a loss of $40.

A Fund may also 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 for, without payment of any further consideration, securities of the same issue as, and in

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an amount equal to, the securities sold short. To secure its obligation to deliver the securities sold short "against the box", a Fund will segregate with its custodian an equal amount of the securities sold short or securities convertible into or exchangeable for an equal amount of such securities. Short sales "against the box" result in a "constructive sale" and require the Fund to recognize any taxable gain unless an exception to the constructive sales rule applies. Open short positions established by AIM International Total Return Fund, one of the Underlying Funds, using futures or forward currency contracts are not deemed to constitute selling securities short.

An Underlying Fund in which AIM International Allocation Fund invests is permitted and intends from time to time to effect short sales that are not "against the box." In a short sale that is not "against the box", the Underlying Fund does not own the security borrowed. The Underlying Fund borrows securities from a broker and sells them. To secure its obligation to deliver to such broker-dealer the securities sold short, the Underlying Fund must segregate an amount of cash or liquid securities equal to the difference between the current market value of the securities sold short and any cash or liquid securities deposited as collateral with the broker in connection with the short sale (including the proceeds of the short sale). As a result of these requirements, the Underlying Fund will not gain any leverage merely by selling short, except to the extent that it earns interest on the immobilized cash or liquid securities.

The amounts deposited with the broker or segregated as described above, do not have the effect of limiting the amount of money that the Underlying Fund may lose on a short sale. In a short sale that is not "against the box", the Underlying Fund will normally close out a short position by purchasing on the open market and delivering to the broker-dealer an equal amount of the securities sold short.

In a short sale that is not "against the box", the Underlying Fund will realize a gain if the price of a security declines between the date of the short sale and the date on which the Underlying Fund replaces the borrowed security. On the other hand, the Underlying Fund will incur a loss if the price of the security increases between those dates. The amount of any gain will be decreased and the amount of any loss increased by any premium or interest that the Underlying Fund may be required to pay in connection with a short sale. It should be noted that possible losses from short sales that are not "against the box" differ from those that could arise from a cash investment in a security in that losses from short sales that are not "against the box" may be limitless, while the losses from a cash investment in a security cannot exceed the total amount of the Underlying Fund's investment in the security. For example, if the Underlying Fund purchases a $10 security, potential loss is limited to $10; however, if the Underlying Fund sells a $10 security short, it may have to purchase the security for return to the broker-dealer when the market value of that security is $50, thereby incurring a loss of $40.

In addition to enabling the Funds to hedge against market risk, short sales may afford the Funds an opportunity to earn additional current income to the extent the Funds are able to enter into arrangements with broker-dealers through which the short sales are executed to receive income with respect to the proceeds of the short sales during the period the Funds' short positions remain open. There is no assurance that the Funds will be able to enter into such arrangements.

See "Dividends, Distributions and Tax Matters - Tax Matters - Determination of Taxable Income of a Regulated Investment Company."

MARGIN TRANSACTIONS. None of the Funds (including the Underlying Funds in which the Asset Allocation Funds invest) will purchase any security on margin, except that each Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities. The payment by a Fund of initial or variation margin in connection with futures or related options transactions will not be considered the purchase of a security on margin.

SWAP AGREEMENTS. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) 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.

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The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. Commonly used swap agreements include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or "cap"; (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or "floor"; and (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.

The "notional amount" of the swap agreement is only a fictitious basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. Swaps are generally governed by a single master agreement for each counterparty, and the agreements allow for netting of counterparties' obligations on specific transactions. A Fund's obligation or rights will be the net amount owed to or by the counterparty. A Fund's current obligations under a swap agreement will be accrued daily (on a net basis), and the Fund will maintain cash or liquid assets in an amount equal to amounts owed to a swap counterparty less the value of any collateral posted. A Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under the swap agreements with that counterparty would exceed 5% of the Fund's net assets determined on the date the transaction is entered into. For a discussion of the tax considerations relating to swap agreements, see "Dividends, Distributions and Tax Matters - Swap Agreements."

CREDIT DEFAULT SWAPS. The Underlying Funds in which each Asset Allocation Fund other than AIM International Allocation Fund invests may enter into Credit Default Swaps ("CDS"). A CDS is an agreement between two parties pursuant to which one party agrees to make one or more payments to the other, while the other party would assume the risk of default on a referenced debt obligation. CDS may be direct ("unfunded swaps") or indirect in the form of a structured note ("funded swaps"). Unfunded and funded credit default swaps may be on a single security or packaged as a basket of CDS. A Fund may buy a CDS ("buy credit protection") in which it pays a fixed payment over the life of the swap in exchange for a counterparty taking on the risk of default of a referenced debt obligation ("Reference Entity"). Alternatively, a Fund may sell a CDS ("sell protection") in which it will receive a fixed payment in exchange for taking on the credit risk of the Reference Entity. An investment in a CDS may cause the portfolio performance to be more or less volatile.

CDS agreements are typically individually negotiated and structured. CDS agreements may be entered into for investment or hedging purposes. A Fund may enter into CDS to create direct or synthetic long or short exposure to domestic or foreign corporate debt securities or sovereign debt securities

As a buyer of a CDS, a Fund would pay a fixed spread over the life of the agreement to the seller of the CDS. If an event of default occurs, the fixed payment stream would cease, the Fund would deliver defaulted bonds to the seller and the seller would pay the full notional value, or the "par value", of the reference obligation to the Fund. The Fund may already own the reference bonds or may purchase a deliverable bond in the market. Alternatively, the two counterparties may agree to cash settlement. If no event of default occurs, the Fund pays the fixed stream of cash flows to the seller, and no other exchange occurs.

As a seller of CDS, a Fund would receive a fixed payment stream. If an event of default occurs, the fixed payment stream stops, the Fund would pay the buyer par, and, in return, the Fund would receive deliverable bonds. Alternatively, if cash settlement is elected, the Fund would pay the buyer par less the market value of the referenced bonds. If no event of default occurs, the Fund receives the cash flow payment over the life of the agreement.

Risks of CDS include the risk that a counterparty may default on amounts owed to the Fund, basis risk (risk that the price of a derivative used to hedge or reflect an underlying bond behaves differently than the price of that bond), liquidity risk and market risk.

Credit Derivatives may create covered or uncovered exposure to the Funds. The Funds generally will employ a strategy of setting aside liquid assets to cover any potential obligation. This

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strategy would be employed to avoid multiplying a Fund's economic exposure and would limit risks of leveraging. For example, the Fund may sell protection on a Reference Entity bearing the risk of delivering par to the counterparty. The Fund would set aside liquid assets, marked to the market daily, to cover this potential obligation.

CDS agreements are generally governed by a single master agreement for each counterparty, and the agreements allow for netting of counterparties' obligations on specific transactions. A Fund's obligation or rights will be the net amount owed to or by the counterparty. A Fund's current obligations under a swap agreement will be accrued daily (on a net basis), and the Fund will maintain cash or liquid assets in an amount equal to amounts owed to a swap counterparty less the value of any collateral posted. A Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under swap agreements with that counterparty would exceed 5% of the Fund's net assets determined on the date the CDS is entered into.

CDS Options. A Fund may additionally enter into CDS option transactions which grant the holder the right, but not the obligation, to enter into a credit default swap at a specified future date and under specified terms in exchange for a purchase price ("premium"). The writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised. For a discussion of the tax considerations relating to swap agreements, see "Dividends, Distributions and Tax Matters - Swap Agreements."

FOREIGN CURRENCY SWAPS. Loans to non-U.S. borrowers and to U.S. borrowers with significant non-U.S. dollar-denominated revenues may provide for conversion of all or part of the loan from a U.S. dollar-denominated obligation into a foreign currency obligation at the option of the borrower. AIM Floating Rate Fund, one of the Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invests may invest in floating rate loans and floating rate debt securities which have been converted into non-U.S. dollar-denominated obligations only when provision is made for payments to the lenders in U.S. dollars pursuant to foreign currency swap arrangements. Foreign currency swaps involve the exchange by the lenders, including AIM Floating Rate Fund, with another party (the "counterparty") of the right to receive the currency in which the loans are denominated for the right to receive U.S. dollars. AIM Floating Rate Fund will enter into a transaction subject to a foreign currency swap only if, at the time of entering into such swap, the outstanding debt obligations of the counterparty are investment grade, i.e., rated BBB or A-3 or higher by Standard & Poor's or Baa or P-3 or higher by Moody's or determined to be of comparable quality in the judgment of the sub-advisor of the Underlying Fund. The amounts of U.S. dollar payments to be received by the lenders and the foreign currency payments to be received by the counterparty are fixed at the time the swap arrangement is entered into. Accordingly, the swap protects AIM Floating Rate Fund from the fluctuations in exchange rates and locks in the right to receive payments under the loan in a predetermined amount of U.S. dollars. If there is a default by the counterparty, AIM Floating Rate Fund will have contractual remedies pursuant to the swap arrangements; however, the U.S. dollar value of AIM Floating Rate Fund's right to foreign currency payments under the loan will be subject to fluctuations in the applicable exchange rate to the extent that a replacement swap arrangement is unavailable or AIM Floating Rate Fund is unable to recover damages from the defaulting counterparty. If the borrower defaults on or prepays the underlying corporate loan or corporate debt security, AIM Floating Rate Fund may be required pursuant to the swap arrangements to compensate the counterparty to the extent of fluctuations in exchange rates adverse to the counterparty. In the event of such a default or prepayment, an amount of cash or high grade liquid debt securities having an aggregate net asset value at least equal to the amount of compensation that must be paid to the counterparty pursuant to the swap arrangements will be maintained in a segregated account by AIM Floating Rate Fund's custodian.

INTEREST RATE SWAPS. Certain federal income tax requirements may limit AIM Floating Rate Fund's ability to engage in interest rate hedging transactions. Gains from transactions in interest rate hedges distributed to Shareholders will be taxable as ordinary income or, in certain circumstances, as long-term capital gains. See "Taxes."

AIM Floating Rate Fund, one of the Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation

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Fund invests may or may not enter into interest rate swaps in order to hedge its loans and securities against fluctuations in interest rates. Interest rate swaps involve the exchange by AIM Floating Rate Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments. For example, if AIM Floating Rate Fund holds a loan or debt security with an interest rate that is reset only once each year, it may swap the right to receive interest at this fixed rate for the right to receive interest at a rate that is reset every week. This would enable AIM Floating Rate Fund to offset a decline in the value of the loan or debt security due to rising interest rates, but would also limit its ability to benefit from falling interest rates.

Inasmuch as these interest rate hedging transactions are entered into for good faith hedging purposes, the sub-advisor of the Underlying Fund believes that such obligations do not constitute senior securities and, accordingly, will not treat them as being subject to its borrowing restrictions. AIM Floating Rate Fund usually will enter into interest rate swaps on a net basis, i.e., the two payment streams are netted out, with AIM Floating Rate Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of AIM Floating Rate Fund's obligations over its entitlements with respect to each interest rate swap will be accrued on a daily basis, and an amount of cash or other liquid assets having an aggregate net asset value at least equal to the accrued excess will be segregated by AIM Floating Rate Fund's custodian. If the interest rate swap transaction is entered into on other than a net basis, the full amount of AIM Floating Rate Fund's obligations will be accrued on a daily basis, and the full amount of AIM Floating Rate Fund's obligations will be segregated by AIM Floating Rate Fund's custodian. AIM Floating Rate Fund will not enter into any interest rate hedging transaction unless the sub-advisor of the Underlying Fund considers the credit quality of the unsecured senior debt or the claims-paying ability of the other party to the swap to be investment grade. If there is a default by the other party to such a transaction, AIM Floating Rate Fund will have contractual remedies pursuant to the agreements related to the transaction but such remedies may be subject to bankruptcy and insolvency laws which could affect AIM Floating Rate Fund's rights as a creditor. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, many portions of the swap market have become relatively liquid in comparison with other similar instruments traded in the interbank market. In addition, although the terms of interest rate swaps may provide for termination, there can be no assurance AIM Floating Rate Fund will be able to terminate an interest rate swap or to sell or offset interest rate caps or floors that it has purchased.

The use of interest rate hedges is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio transactions. If the sub-advisor of the Underlying Fund is incorrect in its forecasts of market values, interest rates and other applicable factors, the investment performance of AIM Floating Rate Fund would diminish compared with what it would have been if these investment techniques were not used.

Except as noted above, there is no limit on the amount of interest rate hedging transactions that may be entered into by AIM Floating Rate Fund. These transactions do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate hedges is limited to the net amount of interest payments that AIM Floating Rate Fund is contractually obligated to make. If the loan underlying an interest rate swap is prepaid and AIM Floating Rate Fund continues to be obligated to make payments to the other party to the swap, AIM Floating Rate Fund would have to make such payments from another source. If the other party to an interest rate swap defaults, AIM Floating Rate Fund's risk of loss consists of the net amount of interest payments that AIM Floating Rate Fund contractually is entitled to receive. Since interest rate transactions are individually negotiated, the sub-advisor of the Underlying Fund expects to achieve an acceptable degree of correlation between AIM Floating Rate Fund's rights to receive interest and its rights and obligations to receive and pay interest pursuant to interest rate swaps.

INTERFUND LOANS. Each Fund may lend uninvested cash up to 15% of its net assets to other Funds advised by AIM (the "AIM Funds") and each Fund may borrow from other AIM Funds to the extent permitted under such Fund's investment restrictions. During temporary or emergency periods, the percentage of a Fund's net assets that may be loaned to other AIM Funds may be increased as permitted

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by the SEC. If a Fund has borrowed from other AIM Funds and has aggregate borrowings from all sources that exceed 10% of such Fund's total assets, such Fund will secure all of its loans from other AIM Funds. The ability of a Fund to lend its securities to other AIM Funds is subject to certain other terms and conditions.

BORROWING. Each Fund may borrow money to a limited extent for temporary or emergency purposes. If there are unusually heavy redemptions because of changes in interest rates or Fund performance, 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.

BORROWING - AIM FLOATING RATE FUND. AIM Floating Rate Fund, one of the Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invests may borrow money in amounts not exceeding 33 1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings). AIM Floating Rate Fund may borrow for leveraging, for temporary or emergency purposes, in anticipation of or in response to adverse market conditions, or for cash management purposes. AIM Floating Rate Fund may borrow to finance additional investments only when it believes that the return that may be earned on investments purchased with the proceeds of such borrowings or offerings will exceed the costs, including debt service, associated with such borrowings. However, to the extent such costs exceed the return on the additional investments, the return realized by AIM Floating Rate Fund's shareholders will be adversely affected. AIM Floating Rate Fund's borrowing for leverage creates an opportunity for a greater total return to AIM Floating Rate Fund, but, at the same time, increases exposure to losses.

Capital raised through borrowing is subject to interest costs which may or may not exceed the interest paid on the assets purchased. In addition, AIM Floating Rate Fund also may be required to maintain minimum average balances in connection with borrowings or to pay a commitment or other fee to maintain a line of credit. Either of these requirements will increase the cost of borrowing over the stated interest rate. Borrowing can create an opportunity for greater income per share, but such borrowing is also a speculative technique that will increase AIM Floating Rate Fund's exposure to capital risk. Such risks may be reduced through the use of borrowings that have floating rates of interest. Unless the income and appreciation, if any, on assets acquired with borrowed funds exceeds the costs of borrowing, the use of borrowing will diminish the investment performance of AIM Floating Rate Fund, as compared to what it would have been without leverage.

AIM Floating Rate Fund, along with certain other investment companies advised by AIM, has entered into a committed, unsecured line of credit with a syndicate of banks in the maximum aggregate principal amount of $225 million.

Under the 1940 Act, once AIM Floating Rate Fund incurs indebtedness, it must immediately have asset coverage of 300% of the aggregate outstanding principal balance of indebtedness in place. Additionally, the 1940 Act requires that, before AIM Floating Rate Fund declares any dividend or other distribution upon any class of shares, or purchases any such shares, it have in place asset coverage of at least 300% of the aggregate indebtedness of the fund, after deducting the amount of such dividend, distribution, or purchase price.

AIM Floating Rate Fund's willingness to borrow money for investment purposes, and the amount it borrows depends upon many factors, the most important of which are investment outlook, market conditions and interest rates. Successful use of a leveraging strategy depends on the sub-advisor of the Underlying Fund's ability to predict correctly interest rates and market movements, and a leveraging strategy may not be successful during any period in which it is employed.

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LEVERAGING. AIM Floating Rate Fund, one of the Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invests may employ "leverage" by borrowing money and using it to purchase additional securities. Leverage increases both investment opportunity and investment risk. If the investment gains on the securities purchased with borrowed money exceed the interest paid on the borrowing, the net asset value of AIM Floating Rate Fund's shares will rise faster than would otherwise be the case. On the other hand, if the investment gains fail to cover the cost (including interest on borrowings), or if there are losses, the net asset value of AIM Floating Rate Fund's shares will decrease faster than would otherwise be the case. AIM Floating Rate Fund will maintain asset coverage of at least 300% for all such borrowings, and should such asset coverage at any time fall below 300%, AIM Floating Rate Fund will be required to reduce its borrowings within three days to the extent necessary to satisfy this requirement. To reduce its borrowings, AIM Floating Rate Fund might be required to sell securities at a disadvantageous time. Interest on money borrowed is an expense AIM Floating Rate Fund would not otherwise incur, and AIM Floating Rate Fund may therefore have little or no investment income during periods of substantial borrowings.

LENDING PORTFOLIO SECURITIES. The Funds may each lend their portfolio securities 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 on loan, 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. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may engage in repurchase agreement transactions involving the types of securities in which it is permitted to invest. Repurchase agreements are agreements under which a Fund acquires ownership of a security from a broker-dealer or bank that agrees to repurchase the security at a mutually agreed upon time and price (which is higher than the purchase price), thereby determining the yield during a Fund's holding period. A Fund may, however, enter into a "continuing contract" or "open" repurchase agreement under which the seller is under a continuing obligation to repurchase the underlying obligation from the Fund on demand and the effective interest rate is negotiated on a daily basis.

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. In addition, although the Bankruptcy Code and other insolvency laws may provide certain protections for some types of repurchase agreements, if the seller of a repurchase agreement should be involved in bankruptcy or insolvency proceedings, a Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the value of the underlying security declines. 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.

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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.

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. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may engage in reverse repurchase agreements. Reverse repurchase agreements are agreements that involve the sale by a Fund of securities 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. During the reverse repurchase agreement period, a Fund continues to receive interest and principal payments on the securities sold. 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.

Reverse repurchase agreements involve the risk that the market value of securities to be purchased by a Fund may decline below the price at which the Fund 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. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, a 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 a Fund enters into a reverse repurchase agreement, it will segregate liquid assets having a dollar value equal to the repurchase price, and will continually monitor the account to ensure that such equivalent value is maintained at all times. Reverse repurchase agreements are considered borrowings by a Fund under the 1940 Act.

DOLLAR ROLLS. Each Fund (including certain of the Underlying Funds in which the Asset Allocation Funds invest) may engage in dollar rolls. A dollar roll involves the sale by a Fund of a mortgage-backed security to financial institutions such as banks and broker-dealers, with an agreement that the Fund will 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. A Fund is compensated for the difference between the current sales price and the forward price for the future purchase. In addition, cash 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. A 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 roll transactions involve the risk that the market value of the securities retained by a 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, a 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 a Fund enters into a dollar roll, it will segregate liquid assets having a dollar value equal to the repurchase price, and will continually monitor the account to ensure that such equivalent value is maintained at all times. Dollar rolls are considered borrowings by a Fund under the 1940 Act.

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ILLIQUID SECURITIES. Each Fund may invest up to 15% of its net assets in securities that are illiquid. 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.

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. Each Fund (including certain of the Underlying Funds in which the Asset Allocation Funds invest) may invest in Rule 144A securities. Rule 144A securities are securities which, while privately placed, are eligible for purchase and resale pursuant to Rule 144A under the 1933 Act. This Rule permits certain qualified institutional buyers, such as the Funds, to trade in privately placed securities even though such securities are not registered under the 1933 Act. AIM, under the supervision of the Board, will consider whether securities purchased under Rule 144A are illiquid and thus subject to the Funds' restriction on investment in illiquid securities. Determination of whether a Rule 144A security is liquid or not is a question of fact. In making this determination AIM will consider the trading markets for the specific security taking into account the unregistered nature of a Rule 144A security. In addition, AIM could consider the (i) frequency of trades and quotes; (ii) number of dealers and potential purchasers; (iii) dealer undertakings to make a market; and (iv) nature of the security and of market place trades (for example, the time needed to dispose of the security, the method of soliciting offers and the mechanics of transfer). AIM will also monitor the liquidity of Rule 144A securities and, if as a result of changed conditions, AIM determines that a Rule 144A security is no longer liquid, AIM will review a Fund's holdings of illiquid securities to determine what, if any, action is required to assure that such Fund complies with its restriction on investment in illiquid securities. Investing in Rule 144A securities could increase the amount of each Fund's investments in illiquid securities if qualified institutional buyers are unwilling to purchase such securities.

UNSEASONED ISSUERS. Each Fund other than AIM Mid Cap Core Equity Fund and AIM Small Cap Growth Fund may invest in the securities of unseasoned issuers. Investments in the equity securities of companies having less than three years' continuous operations (including operations of any predecessor) involve more risk than investments in the securities of more established companies because unseasoned issuers have only a brief operating history and may have more limited markets and financial resources. As a result, securities of unseasoned issuers tend to be more volatile than securities of more established companies.

Derivatives

As set forth below, the Funds (including the Underlying Funds in which the Asset Allocation Funds invest) may invest in some or all of the following:
(i) 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 covered by ETF disclosure; and(ii) fixed-rate certificates ("TRAINS") that represent fractional undivided interests in the assets of a Targeted Return Index Securities Trust. 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). AIM International Total Return Fund, one of the Underlying Funds, may also invest in futures and forward currency contracts for non-hedging purposes to enhance returns.

CREDIT LINKED NOTES. AIM Floating Rate Fund, one of the Underlying Funds in which AIM Conservative Allocation Fund, AIM Income Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invests may invest in credit linked notes. Credit linked notes are a derivative transaction used to transfer credit risk. The performance of the notes is linked to the performance of the underlying reference obligation or reference portfolio ("reference entities"). The notes

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are usually issued by a special purpose vehicle ("SPV") that sells credit protection through a credit default swap ("CDS") transaction in return for a premium and an obligation to pay the transaction sponsor should a reference entity experience a credit event, such as bankruptcy. The SPV invests the proceeds from the notes to cover its contingent obligation. Revenue from the investments and the money received as premium are used to pay interest to note holders. The main risk of credit linked notes is the risk of default to the reference obligation of the CDS. Should a default occur, the SPV would have to pay the transaction sponsor, subordinating payments to the note holders. Credit linked notes also may not be liquid and may be subject to currency and interest rate risks as well.

BUNDLED SECURITIES. In lieu of investing directly in securities appropriate for the Underlying Funds in which AIM Income Allocation Fund invests, these Underlying Funds may from time to time invest in trust certificates (such as TRAINS) or similar instruments representing a fractional undivided interest in an underlying pool of such appropriate securities. The Underlying 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 Underlying 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, an Underlying Fund may invest in such certificates if the Underlying Fund is permitted to engage in interest rate swaps or other such derivative devices.

PUT AND CALL OPTIONS. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may purchase and sell put and call options. A call option gives the purchaser the right to buy the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the call option, the writer of a call option is obligated to sell the underlying security, contract or foreign currency. A put option gives the purchaser the right to sell the underlying security, contract or foreign currency at the stated exercise price at any time prior to the expiration date of the option (or on a specified date if the option is a European style option), regardless of the market price or exchange rate of the security, contract or foreign currency, as the case may be, at the time of exercise. If the purchaser exercises the put option, the writer of a put option is obligated to buy the underlying security, contract or foreign currency. The premium paid to the writer is consideration for undertaking the obligations under the option contract. Until an option expires or is offset, the option is said to be "open." When an option expires or is offset, the option is said to be "closed."

A Fund will not write (sell) options if, immediately after such sale, the aggregate value of securities or obligations underlying the outstanding options exceeds 20% of the Fund's total assets. A Fund will not purchase options if, at the time of the investment, the aggregate premiums paid for the options will exceed 5% of the Fund's total assets.

Pursuant to federal securities rules and regulations, if a Fund writes options, it may be required to set aside assets to reduce the risks associated with using those options. This process is described in more detail below in the section "Cover."

Writing Options. A Fund may write put and call options in an attempt to realize, through the receipt of premiums, a greater current return than would be realized on the underlying security, contract, or foreign currency alone. A Fund may only write a call option on a security if it owns an equal amount of such securities or securities convertible into, or exchangeable, without payment of any further consideration, for securities of the same issue as, and equal in amount to, the securities subject to the call option. In return for the premium received for writing a call option, the Fund foregoes the opportunity for profit from a price increase in the underlying security, contract, or foreign currency above the exercise price so long as the option remains open, but retains the risk of loss should the price of the security, contract, or foreign currency decline.

A Fund may write a put option without owning the underlying security if it covers the option as described in the section "Cover." A Fund may only write a put option on a security as part of an investment strategy and not for speculative purposes. In return for the premium received for writing a put

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option, the Fund assumes the risk that the price of the underlying security, contract, or foreign currency will decline below the exercise price, in which case the put would be exercised and the Fund would suffer a loss.

If an option that a Fund has written expires, it will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security, contract or currency during the option period. If a call option is exercised, a Fund will realize a gain or loss from the sale of the underlying security, contract or currency, which will be increased or offset by the premium received. A Fund would write a put option at an exercise price that, reduced by the premium received on the option, reflects the price it is willing to pay for the underlying security, contract or currency. The obligation imposed upon the writer of an option is terminated upon the expiration of the option, or such earlier time at which a Fund effects a closing purchase transaction by purchasing an option (put or call as the case may be) identical to that previously sold.

Writing call options can serve as a limited hedge because declines in the value of the hedged investment would be offset to the extent of the premium received for writing the option. Closing transactions may be effected in order to realize a profit on an outstanding call option, to prevent an underlying security, contract or currency from being called or to permit the sale of the underlying security, contract or currency. Furthermore, effecting a closing transaction will permit a Fund to write another call option on the underlying security, contract or currency with either a different exercise price or expiration date, or both.

Purchasing Options. A Fund may purchase a call option for the purpose of acquiring the underlying security, contract or currency for its portfolio. The Fund is not required to own the underlying security in order to purchase a call option, and may only cover the transaction with cash, liquid assets and/or short-term debt securities. Utilized in this fashion, the purchase of call options would enable a Fund to acquire the security, contract or currency at the exercise price of the call option plus the premium paid. So long as it holds such a call option, rather than the underlying security or currency itself, the Fund is partially protected from any unexpected increase in the market price of the underlying security, contract or currency. If the market price does not exceed the exercise price, the Fund could purchase the security on the open market and could allow the call option to expire, incurring a loss only to the extent of the premium paid for the option. Each of the Funds may also purchase call options on underlying securities, contracts or currencies against which it has written other call options. For example, where a Fund has written a call option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a call option with a different exercise strike and/or expiration date that would eliminate some or all of the risk associated with the written call. Used in combinations, these strategies are commonly referred to as "call spreads."

A Fund may only purchase a put option on an underlying security, contract or currency ("protective put") owned by the Fund in order to protect against an anticipated decline in the value of the security, contract or currency. Such hedge protection is provided only during the life of the put option. The premium paid for the put option and any transaction costs would reduce any profit realized when the security, contract or currency is delivered upon the exercise of the put option. Conversely, if the underlying security, contract or currency does not decline in value, the option may expire worthless and the premium paid for the protective put would be lost. A Fund may also purchase put options on underlying securities, contracts or currencies against which it has written other put options. For example, where a Fund has written a put option on an underlying security, rather than entering a closing transaction of the written option, it may purchase a put option with a different exercise price and/or expiration date that would eliminate some or all of the risk associated with the written put. Used in combinations, these strategies are commonly referred to as "put spreads." Likewise, a Fund may write call options on underlying securities, contracts or currencies against which it has purchased protective put options. This strategy is commonly referred to as a "collar."

Over-The-Counter Options. Options may be either listed on an exchange or traded in over-the-counter ("OTC") markets. Listed options are third-party contracts (i.e., performance of the obligations of the purchaser and seller is guaranteed by the exchange or clearing corporation) and have standardized strike prices and expiration dates. OTC options are two-party contracts with negotiated

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strike prices and expiration dates. A Fund will not purchase an OTC option unless it believes that daily valuations for such options are readily obtainable. OTC options differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). Consequently, there is a risk of non-performance by the dealer. Since no exchange is involved, OTC options are valued on the basis of an average of the last bid prices obtained from dealers, unless a quotation from only one dealer is available, in which case only that dealer's price will be used. In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time. Because purchased OTC options in certain cases may be difficult to dispose of in a timely manner, the Fund may be required to treat some or all of these options (i.e., the market value) as illiquid securities. Although a Fund will enter into OTC options only with dealers that are expected to be capable of entering into closing transactions with it, there is no assurance that the Fund will in fact be able to close out an OTC option position at a favorable price prior to expiration. In the event of insolvency of the dealer, a Fund might be unable to close out an OTC option position at any time prior to its expiration.

Index Options. Index options (or options on securities indices) are similar in many respects to options on securities, except that an index option gives the holder the right to receive, upon exercise, cash instead of securities, if the closing level of the securities index upon which the option is based is greater than, in the case of a call, or less than, in the case of a put, the exercise price of the option. The amount of cash is equal to the difference between the closing price of the index and the exercise price of the call or put times a specified multiple (the "multiplier"), which determines the total dollar value for each point of such difference.

The risks of investment in index options may be greater than options on securities. Because index options are settled in cash, when a Fund writes a call on an index it cannot provide in advance for 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. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may, for hedging purposes, 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. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may purchase 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. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may purchase futures contracts and options on futures

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contracts. A Futures Contract is a two party agreement to buy or sell a specified amount of a specified security or currency (or delivery of a cash settlement price, in the case of an index future) for a specified price at a designated date, time and place (collectively, "Futures Contracts"). A stock index Futures Contract provides for the delivery, at a designated date, time and place, of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading on the contract and the price agreed upon in the Futures Contract; no physical delivery of stocks comprising the index is made. Brokerage fees are incurred when a Futures Contract is bought or sold, and margin deposits must be maintained at all times when a Futures Contract is outstanding.

A Fund (including the Underlying Funds in which Asset Allocation Funds invest other than AIM International Total Return 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. AIM International Total Return Fund, one of the Underlying Funds, may enter into Futures Contracts for both hedging and non-hedging purposes.

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.

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Options on Futures Contracts. Options on Futures Contracts are similar to options on securities or currencies except that options on Futures Contracts give the purchaser the right, in return for the premium paid, to assume a position in a Futures Contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the Futures Contract position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer's Futures Contract margin account. The Funds currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.

The Trust and the investment companies of which the Underlying Funds are series portfolios have claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under that act with respect to the Funds and such Underlying Funds.

Therefore, there are no limitations on the extent to which the Funds may engage in non-hedging transactions involving futures and options thereon, except as set forth in this Statement of Additional Information and the Underlying Funds' Prospectuses and Statements of Additional Information.

Limitations on Futures Contracts and Options on Futures Contracts and on Certain Options on Currencies. 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 Future Contracts and options on Futures Contracts. This process is described in more detail below in the section "Cover".

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. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) may engage in forward currency transactions in anticipation of, or to protect itself against, fluctuations in exchange rates ("hedging"). AIM International Total Return Fund, one of the Underlying Funds, may also engage in foreign currency transactions for non-hedging purposes to enhance returns. 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, which may be any fixed number of days (term) from the date of the forward currency contract agreed upon by the parties, and price as agreed upon by the parties at the time the contract is entered. 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.

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.

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The cost to a Fund of engaging in forward currency contracts varies with factors such as the currencies involved, the length of the contract period and the market conditions then prevailing. Because forward currency contracts are usually entered into on a principal basis, no fees or commissions are involved. The use of forward currency contracts does not eliminate fluctuations in the prices of the underlying securities a Fund owns or intends to acquire, but it does establish a rate of exchange in advance. In addition, while forward currency contract sales limit the risk of loss due to a decline in the value of the hedged currencies, they also limit any potential gain that might result should the value of the currencies increase.

Pursuant to federal securities rules and regulations, a Fund's use of forward currency contracts may require that Fund to set aside assets to reduce the risks associated with using forward currency contracts. This process is described in more detail below in the section "Cover."

COVER. Transactions using forward currency contracts, futures contracts and options (other than options purchased by a Fund) expose a Fund to an obligation to another party. A Fund will not enter into any such transactions unless, in addition to complying with all the restrictions noted in the disclosure above, it owns either (1) an offsetting ("covered") position in securities, currencies, or other options, forward currency contracts or futures contracts or (2) cash, liquid assets and/or short-term debt securities with a value sufficient at all times to cover its potential obligations not covered as provided in (1) above. Each Fund will comply with SEC guidelines regarding cover for these instruments and, if the guidelines so require, set aside cash or liquid securities. To the extent that a futures contract, forward currency contract or option is deemed to be illiquid, the assets used to "cover" a Fund's obligation will also be treated as illiquid for purposes of determining the Fund's maximum allowable investment in illiquid securities.

Even though options purchased by the Funds do not expose the Funds to an obligation to another party, but rather provide the Funds with a right to exercise, the Funds intend to "cover" the cost of any such exercise. To the extent that a purchased option is deemed illiquid, a Fund will treat the market value of the option (i.e., the amount at risk to the Fund) as illiquid, but will not treat the assets used as cover on such transactions as illiquid.

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 (including the Underlying Funds in which the Asset Allocation Funds invest) 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 and non-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) In a hedging transaction, 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.

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(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.

(7) Non-hedging transactions present greater profit potential but also involve increased risk relative to hedging transactions. For example, an Underlying Fund may purchase a given foreign currency through a futures contract if, in the judgment of AIM, the value of such currency is expected to rise relative to another currency. Conversely, the Underlying Fund may sell the currency through a forward contract if AIM believes that its value will decline relative to another currency.

Additional Securities or Investment Techniques

INDEXED COMMERCIAL PAPER. The Underlying Funds in which AIM International Allocation Fund invests 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. The Underlying Funds 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 the funds 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 Underlying Funds will not purchase such commercial paper for speculation.

PREMIUM SECURITIES. The Underlying Funds in which AIM International Allocation Fund invests 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. The Underlying Funds will not amortize the premium paid for such securities in calculating their net investment income. As a result, in such cases the purchase of such securities provides an Underlying Fund a higher level of investment income distributable to shareholders on a current basis than if the Underlying Fund purchased securities bearing current market rates of interest. If securities purchased by an Underlying Fund at a premium are called or sold prior to maturity, the Underlying Fund will realize a loss to the extent the call or sale price is less than the purchase price. Additionally, the Underlying Fund will realize a loss if it holds such securities to maturity.

STRUCTURED INVESTMENTS. The Underlying Funds in which AIM International Allocation Fund invests may invest 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

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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 Underlying Funds anticipate they will invest typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments.

The Underlying Funds are 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 Structured Investments may be deemed to be "investment companies" as defined in the 1940 Act. As a result, the Underlying Funds' investments in these Structured Investments may be 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. The Underlying Funds in which AIM International Allocation Fund invests may invest 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. AIM Global Equity Fund and certain of the Underlying Funds in which AIM Conservative Allocation Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invest may invest in privatizations. The governments of certain foreign countries have, to varying degrees, embarked on privatization programs to sell part or all of their interests in government owned or controlled companies or enterprises ("privatizations"). AIM believes that privatizations may offer opportunities for significant capital appreciation and intends to invest the Fund's assets in privatizations in appropriate circumstances. The Fund's investments in such privatizations may include: (i) privately negotiated investments in a government owned or controlled company or enterprise; (ii) investments in the initial offering of equity securities of a government owned or controlled company or enterprise; and (iii) investments in the securities of a government owned or controlled company or enterprise following its initial equity offering. In certain foreign countries, the ability of foreign entities such as the Fund to participate in privatizations 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 and enterprises currently owned or controlled by them, that privatization programs will be successful, or that foreign governments will not re-nationalize companies or enterprises that have been privatized.

SAMURAI AND YANKEE BONDS. Subject to their fundamental investment restrictions, AIM Global Equity Fund and the Underlying Funds in which AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund and AIM Moderately Conservative Allocation Fund invest 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 the Funds to invest in Samurai or Yankee bond issues only after taking into account considerations of quality and liquidity, as well as yield.

MASTER LIMITED PARTNERSHIPS ("MLPS"). The Underlying Funds in which AIM Income Allocation Fund invests may invest in MLPs. MLPs are securities through which the operating results of businesses are passed on to unitholders of MLPs. Operating earnings flow directly to the unitholders in the form of cash distributions. Although the characteristics of MLPs closely resemble a traditional limited partnership, a major difference is that MLPs may trade on a public exchange or in the over-the-counter market. The ability to trade on a public exchange or in the over-the-counter market provides a certain amount of liquidity not found in many limited partnership investments.

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SALE OF MONEY MARKET SECURITIES. The Underlying Funds in which AIM Conservative Allocation Fund and AIM Moderately Conservative Allocation Fund invest that are money market funds do not seek profits through short-term trading and will generally hold portfolio securities to maturity. However, AIM may seek to enhance the yield of an Underlying 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 Underlying Funds' 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 Underlying Funds, the high turnover should not adversely affect the Underlying Funds' net income.

INVESTMENTS IN ENTITIES WITH RELATIONSHIPS WITH THE FUNDS/ADVISOR. Each Fund (including the Underlying Funds in which the Asset Allocation Funds invest) 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 (including the Underlying Funds in which the Asset Allocation Funds invest) will decide whether to invest in or sell securities issued by these entities based on the merits of the specific investment opportunity.

FUND POLICIES

FUNDAMENTAL RESTRICTIONS. Each Fund is subject to the following investment restrictions, which may be changed only by a vote of such Fund's outstanding shares. Fundamental restrictions may be changed only by a vote of the lesser of (i) 67% or more of the Fund's shares present at a meeting if the holders of more than 50% of the outstanding shares are present in person or represented by proxy, or (ii) more than 50% of the Fund's outstanding shares. Any investment restriction that involves a maximum or minimum percentage of securities or assets (other than with respect to borrowing) shall not be considered to be violated unless an excess over or a deficiency under the percentage occurs immediately after, and is caused by, an acquisition or disposition of securities or utilization of assets by the Fund.

(1) The Fund is a "diversified company" as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the "1940 Act Laws and Interpretations") or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the "1940 Act Laws, Interpretations and Exemptions"). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.

(2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.

(3) The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.

(4) 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

38

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 (a 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.

(1) In complying with the fundamental restriction regarding issuer diversification, the Fund will not, with respect to 75% of its total assets, purchase the securities of any issuer (other than securities issued or guaranteed by the U.S. Government or any of its agencies or instrumentalities and securities issued by other investment companies), if, as a result, (i) more than 5% of the Fund's total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted bythe 1940 Act Laws, Interpretations and Exemptions.

(2) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). The Fund may borrow from banks, broker-dealers or an AIM Fund. 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

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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 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.

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PORTFOLIO TURNOVER

For the fiscal years ended December 31, 2006 and 2005, the portfolio turnover rates for each Fund are presented in the table below. Unless otherwise indicated, variations in turnover rate may be due to a fluctuating volume of shareholder purchase and redemption orders, market conditions and/or changes in AIM's investment outlook.

                TURNOVER RATES                   2006   2005
                --------------                   ----   ----
AIM Basic Value Fund                               14%    12%
AIM Conservative Allocation Fund                   34     24
AIM Global Equity Fund                            166    120
AIM Growth Allocation Fund                         24     14
AIM Income Allocation Fund                         21   0.99
AIM International Allocation Fund                   2   0.30
AIM Mid Cap Core Equity Fund                       51     61
AIM Moderate Allocation Fund                       21      2
AIM Moderate Growth Allocation Fund                21      1
AIM Moderately Conservative Allocation Fund(1)     29      5
AIM Small Cap Growth Fund                          49     41

(1) The increase in the portfolio turnover rate during the fiscal year ended December 31, 2006 is due to the rebalancing of the underlying funds during this period.

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 http://www.aiminvestments.com(1):

                                          APPROXIMATE DATE OF WEBSITE      INFORMATION REMAINS POSTED ON
            INFORMATION                             POSTING                           WEBSITE
            -----------               ----------------------------------   -----------------------------
Top ten holdings as of month-end      15 days after month-end              Until replaced with the
                                                                           following month's top ten
                                                                           holdings

Select holdings included in the       29 days after calendar quarter-end   Until replaced with the
Fund's Quarterly Performance Update                                        following quarter's 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              For one year
fiscal quarter-end                    quarter-end

These holdings are listed along with the percentage of the Fund's net assets they represent. Generally, employees of AIM and its affiliates may not disclose such portfolio holdings until one day after


(1) To locate the Fund's portfolio holdings information on http://www.aiminvestments.com, click on the Products and Performance tab, then click on the Mutual Funds link, then click on the fund Overview link and select the Fund from the drop down menu. Links to the Fund's portfolio holdings are located in the upper right side of this website page.

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they have been posted on http://www.aiminvestments.com. You may also obtain the publicly available portfolio holdings information described above by contacting us at 1-800-959-4246.

SELECTIVE DISCLOSURE OF PORTFOLIO HOLDINGS PURSUANT TO NON-DISCLOSURE AGREEMENT. Employees of AIM and its affiliates may disclose non-public full portfolio holdings on a selective basis only if the Internal Compliance Controls Committee (the "ICCC") of A I M Management Group Inc. ("AIM Management") approves the parties to whom disclosure of non-public full portfolio holdings will be made. The ICCC must determine that the proposed selective disclosure will be made for legitimate business purposes of the applicable Fund and address any perceived conflicts of interest between shareholders of such Fund and AIM or its affiliates as part of granting its approval.

The Board exercises continuing oversight of the disclosure of Fund portfolio holdings by (1) overseeing the implementation and enforcement of the Holdings Disclosure Policy and the AIM Funds Code of Ethics by the Chief Compliance Officer (or his designee) of AIM and the AIM Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended) that may arise in connection with the Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the types of situations in which AIM provides selective disclosure and approves situations involving perceived conflicts of interest between shareholders of the applicable Fund and AIM or its affiliates brought to the Board's attention by AIM.

AIM discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the AIM Funds:

- Attorneys and accountants;

- Securities lending agents;

- Lenders to the AIM Funds;

- Rating and rankings agencies;

- Persons assisting in the voting of proxies;

- AIM Funds' custodians;

- The AIM Funds' transfer agent(s) (in the event of a redemption in kind);

- Pricing services, market makers, or other persons who provide systems or software support in connection with AIM Funds' operations (to determine the price of securities held by an AIM Fund);

- Financial printers;

- Brokers identified by the AIM Funds' portfolio management team who provide execution and research services to the team; and

- Analysts hired to perform research and analysis to the AIM Funds' portfolio management team.

In many cases, AIM will disclose current portfolio holdings on a daily basis to these persons. In these situations, AIM has entered into non-disclosure agreements which provide that the recipient of the portfolio holdings will maintain the confidentiality of such portfolio holdings and will not trade on such information ("Non-disclosure Agreements"). Please refer to Appendix B for a list of examples of persons to whom AIM provides non-public portfolio holdings on an ongoing basis.

AIM will also disclose non-public portfolio holdings information if such disclosure is required by applicable laws, rules or regulations, or by regulatory authorities having jurisdiction over AIM and its affiliates or the Funds.

The Holdings Disclosure Policy provides that AIM will not request, receive or accept any compensation (including compensation in the form of the maintenance of assets in any Fund or other mutual fund or account managed by AIM or one of its affiliates) for the selective disclosure of portfolio holdings information.

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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.

DISCLOSURE OF PORTFOLIO HOLDINGS OF OTHER AIM-MANAGED PRODUCTS. AIM and its affiliates manage products sponsored by companies other than AIM, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain AIM Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by AIM and its affiliates may disclose the portfolio holdings of their products at different times than AIM discloses portfolio holdings for the AIM Funds.

AIM provides portfolio holdings information for portfolios of AIM Variable Insurance Funds (the "Insurance Funds") to insurance companies whose variable annuity and variable life insurance accounts invest in the Insurance Funds ("Insurance Companies"). AIM may disclose portfolio holdings information for the Insurance Funds to Insurance Companies with which AIM has entered into Non-disclosure Agreements up to five days prior to the scheduled dates for AIM's disclosure of similar portfolio holdings information for other AIM Funds on http://www.aiminvestments.com. AIM provides portfolio holdings information for the Insurance Funds to such Insurance Companies to allow them to disclose this information on their websites at approximately the same time that AIM discloses portfolio holdings

43

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 business and affairs of the Trust are managed by or under the direction of 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 general oversight by 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 "Committees).

The current members of the Audit Committee are James T. Bunch, Lewis F. Pennock, Raymond Stickel, Jr. (Chair) 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) pre-approve all audit and permissible non-audit services that are provided to Funds by their independent registered public accountants to the extent required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds' independent registered public accountants to the Funds' investment adviser and certain other affiliated entities; (v) to oversee the financial reporting process for the Funds; (vi) prepare an audit committee report for inclusion in any proxy statement issued by a Fund to the extent required by Regulation 14A under the Exchange Act, (vii) assist the Board's oversight of the performance of the Funds' internal audit function to the extent an internal audit function exists; (viii) assist the Board's oversight of the integrity of the Funds' financial statements; and (ix) assist the Board's oversight of the Funds' compliance with legal and regulatory requirements. During the fiscal year ended December 31, 2006, the Audit Committee held seven meetings.

The members of the Compliance Committee are Frank S. Bayley, Bruce L. Crockett (Chair), Albert R. Dowden (Vice Chair) and Mr. Stickel. The Compliance Committee is responsible for: (i) recommending to the Board and the independent trustees the appointment, compensation and removal of the Funds' Chief Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and removal of the Funds' Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney General, AIM and INVESCO Funds Group, Inc. ("IFG"); (iii) recommending to the independent trustees the appointment and removal of AIM's independent Compliance Consultant (the "Compliance Consultant") and reviewing the report prepared by the Compliance Consultant upon its compliance review of AIM (the "Report") and any objections made by AIM with respect to the Report;
(iv) reviewing any report prepared by a third party who is not an interested person of AIM, upon the conclusion by such third party of a compliance review of AIM; (v) reviewing all

44

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, 2006, the Compliance Committee held seven meetings.

The members of the Governance Committee are Messrs. Bob R. Baker, Bayley, Crockett, Dowden (Chair) and Jack M. Fields (Vice Chair). The Governance Committee is responsible for: (i) nominating persons who will qualify as independent trustees for (a) election as trustees in connection with meetings of shareholders of the Funds that are called to vote on the election of trustees,
(b) appointment by the Board as trustees in connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the independent trustees; (vii) overseeing the selection of independent legal counsel to the independent trustees; (viii) reviewing and approving the compensation paid to independent legal counsel to the independent trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board.

The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and
(ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. During the fiscal year ended December 31, 2006, the Governance Committee held nine meetings.

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, Fields, Martin L. Flanagan, Carl Frischling, Robert H. Graham, Pennock, Soll, Stickel, Mark H. Williamson 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

45

arrangements and the continuance of all such existing arrangements. During the fiscal year ended December 31, 2006, the Investments Committee held seven 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 Williamson and Miss Quigley (Chair). The Valuation Committee is responsible for: (i) developing a sufficient knowledge of the valuation process and of AIM's Procedures for Valuing Securities (Pricing Procedures) (the "Pricing Procedures") in order to carry out their responsibilities; (ii) periodically reviewing information provided by AIM or other advisers regarding industry developments in connection with valuation and pricing, and making recommendations to the Board with respect to the Pricing Procedures based upon such review; (iii) reviewing the reports described in the Pricing Procedures and other information from AIM regarding fair value determinations made pursuant to the Pricing Procedures by AIM's internal valuation committee, and reporting to and making recommendations to the Board in connection with such reports; (iv) receiving the reports of AIM's internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures, receiving the annual report of AIM evaluating the pricing vendors, and approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures and recommending the pricing vendors for approval by the Board annually; (v) upon request of AIM, assisting AIM's internal valuation committee and/or the Board in resolving particular fair valuation issues; (vi) receiving any reports of concerns by AIM's internal valuation committee regarding actual or potential conflicts of interest by investment 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, 2006, the Valuation Committee held seven meetings.

The members of the Special Market Timing Litigation Committee are Messrs. Bayley, Bunch (Chair), Crockett and Dowden (Vice Chair). The Special Market Timing Litigation Committee is responsible: (i) for receiving reports from time to time from management, counsel for management, counsel for the AIM Funds and special counsel for the independent trustees, as applicable, related to (a) the civil lawsuits, including purported class action and shareholder derivative suits, that have been filed against the AIM Funds concerning alleged excessive short term trading in shares of the AIM Funds ("market timing") and
(b) the civil enforcement actions and investigations related to market timing activity in the AIM Funds that were settled with certain regulators, including without limitation the SEC, the New York Attorney General and the Colorado Attorney General, and for recommending to the independent trustees what actions, if any, should be taken by the AIM Funds in light of all such reports; (ii) for overseeing the investigation(s) on behalf of the independent trustees by special counsel for the independent trustees and the independent trustees' financial expert of market timing activity in the AIM Funds, and for recommending to the independent trustees what actions, if any, should be taken by the AIM Funds in light of the results of such investigation(s); (iii) for (a) reviewing the methodology developed by AIM's Independent Distribution Consultant (the "Distribution Consultant") for the monies ordered to be paid under the settlement order with the SEC, and making recommendations to the independent trustees as to the acceptability of such methodology and (b) recommending to the independent trustees whether to consent to any firm with which the Distribution Consultant is affiliated entering into any employment, consultant, attorney-client, auditing or other professional relationship with

46

AIM, or any of its present or former affiliates, directors, officers, employees or agents acting in their capacity as such for the period of the Distribution Consultant's engagement and for a period of two years after the engagement; and
(iv) for taking reasonable steps to ensure that any AIM Fund which the Special Market Timing Litigation Committee determines was harmed by improper market timing activity receives what the Special Market Timing Litigation Committee deems to be full restitution. During the fiscal year ended December 31, 2006, the Special Market Timing Litigation Committee held one meeting.

Trustee Ownership of Fund Shares

The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the AIM Funds complex, is set forth in Appendix C.

COMPENSATION

Each trustee who is not affiliated with AIM is compensated for his or her services according to a fee schedule which recognizes the fact that such trustee also serves as a 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, 2006 is found in Appendix D.

Retirement Plan For Trustees

The trustees have adopted a retirement plan for the trustees of the Trust who are not affiliated with AIM.

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

Annual retirement benefits are available to each non-AIM-affiliated trustee of the Trust and/or the other AIM Funds (each, a "Covered Fund") who has at least five years of credited service as a trustee (including service to a predecessor fund) for a Covered Fund. Effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the trustee's annual retainer paid to or accrued by any Covered Fund with respect to such trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such trustee's credited years of service. If a trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased trustee's designated beneficiary for the same length of time that the trustee would have received the payment based on his or her service. A trustee must have attained the age of 65 (60 in the event of death or disability) to receive any retirement benefit. A trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72; in such a case, the annual retirement benefit is subject to a reduction for early payment.

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Deferred Compensation Agreements

Messrs. Crockett, Dunn, Fields, Frischling, Louis S. Sklar (a former trustee) and Soll and Dr. Mathai-Davis (for purposes of this paragraph only, the "Deferring Trustees") have each executed a Deferred Compensation Agreement (collectively, the "Compensation Agreements"). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Trust, and such amounts are placed into a deferral account and deemed to be invested in one or more AIM Funds selected by the Deferring Trustees. Distributions from the Deferring Trustees' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Trust and of each other AIM Fund from which they are deferring compensation.

Purchases of Class A Shares of the Funds at Net Asset Value

The trustees and other affiliated persons of the Trust may purchase Class A shares of the Funds without paying an initial sales charge. A I M Distributors, Inc. ("AIM Distributors") permits such purchases because there is a reduced sales effort involved in sales to such purchasers, thereby resulting in relatively low expenses of distribution. For a complete description of the persons who will not pay an initial sales charge on purchases of Class A shares of the Funds, see "Purchase, Redemption and Pricing of Shares - Purchase and Redemption of Shares - Purchases of Class A Shares, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund - Purchases of Class A Shares at Net Asset Value."

CODE OF ETHICS

AIM, the Trust and AIM Distributors have adopted a Code of Ethics which applies to all AIM Fund trustees and officers, and employees of AIM and its subsidiaries, and governs, among other things, personal trading activities of such persons. The Code of Ethics is intended to address conflicts of interest with the Trust that may arise from personal trading, including personal trading in most of the funds within The AIM Family of Funds--Registered Trademark--. Personal trading, including personal trading involving securities that may be purchased or held by a fund within The AIM Family of Funds--Registered Trademark--, is permitted under the Code subject to certain restrictions; however, employees are required to pre-clear security transactions with the Compliance Officer or a designee and to report transactions on a regular basis.

PROXY VOTING POLICIES

The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Fund to AIM. 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, 2006 is available, without charge, at our website, http://www.aiminvestments.com. This information is also available at the SEC Website, http://www.sec.gov.

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CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES

Information about the ownership of each class of each Fund's shares by beneficial or record owners of such Fund and by trustees and officers as a group is found in Appendix F. A shareholder who owns beneficially 25% or more of the outstanding shares of a Fund is presumed to "control" that Fund.

INVESTMENT ADVISORY AND OTHER SERVICES

INVESTMENT ADVISOR

AIM, the Funds' investment advisor, was organized in 1976, and along with its subsidiaries, manages or advises over 200 investment portfolios encompassing a broad range of investment objectives. AIM is a direct, wholly owned subsidiary of AIM Management, a holding company that has been engaged in the financial services business since 1976. AIM Management is an indirect, wholly owned subsidiary of AMVESCAP. AMVESCAP and its subsidiaries are an independent global investment management group. Certain of the directors and officers of AIM are also executive officers of the Trust and their affiliations are shown under "Management Information" herein.

As investment advisor, AIM supervises all aspects of the Funds' operations and provides investment advisory services to the Funds. AIM obtains and evaluates economic, statistical and financial information to formulate and implement investment programs for the Funds.

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. Each Fund, allocates fees to a class based on the relative net assets of each class.

Effective January 1, 2005, the advisor has contractually agreed to waive advisory fees to the extent necessary so that the advisory fees payable by each Fund, 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
                                   ANNUAL RATE/NET ASSETS       MAXIMUM ADVISORY FEE RATE AFTER   RATES COMMITTED UNTIL
          FUND NAME                PER ADVISORY AGREEMENT               JANUARY 1, 2005                    DATE
          ---------            ------------------------------   -------------------------------   ---------------------
AIM Basic Value Fund           0.725% of first $500M            0.695% of first $250M             December 31, 2012
                               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 June 30, 2007, to limit AIM Global Equity Fund's Total Annual Fund Operating Expenses (excluding certain items discussed below) to 1.75%, 2.50%, 2.50%, 2.00% and 1.50% on AIM Global Equity Fund's Class A, Class B, Class C, Class R and Institutional Class 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; (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

50

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. In addition, the fund will also benefit from a one time credit to be used to offset future custodian expenses. Those credits are used to pay certain expenses incurred by the Fund. 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 0.23%, 0.21%, 0.03%, 0.18%, 0.12%, 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, Class R and 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) Rule 12b-1 fees; (ii) interest; (iii) taxes; (iv) dividend expense on short sales; (v) extraordinary items; (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. These expense limitation agreements are in effect through June 30, 2007.

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 Manager(s)

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 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

51

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 wholly owned subsidiary of AIM, is the Trust's transfer agent.

The Transfer Agency and Service Agreement (the "TA Agreement") between the Trust and AIS provides that AIS will perform certain services related to the servicing of shareholders of the Funds. Other such services may be delegated or sub-contracted to third party intermediaries. For servicing accounts holding Class A, A3, B, C, P, R, AIM Cash Reserve and Investor Class Shares, the TA Agreement provides that the Trust, on behalf of the Funds, will pay AIS an annual fee per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during each month. In addition, all fees payable by AIS or its affiliates to third party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged back to the Funds, subject to certain limitations approved by the Board of the Trust. These payments are made in consideration of services that would otherwise be provided by AIS if the accounts serviced by such intermediaries were serviced by AIS directly. For more information regarding such payments to intermediaries, see the discussion under "Administrative and Processing Support Payments" below.

SUB-TRANSFER AGENT. AIM Funds Management, Inc. ("AFMI"), 5140 Yonge Street, Suite 900, Toronto, Ontario M2N6X7, a wholly owned, indirect subsidiary of AMVESCAP PLC, provides services to the Trust as a sub-transfer agent, pursuant to an agreement between AFMI and AIS. The Trust does not pay a fee to AFMI for these services. Rather AFMI is compensated by AIS, as a sub-contractor.

CUSTODIAN. State Street Bank and Trust Company (the "Custodian"), 225 Franklin Street, Boston, Massachusetts 02110, is custodian of all securities and cash of the Funds. JPMorgan Chase Bank, N.A., 712 Main, Houston, Texas 77002, serves as sub-custodian for purchases of shares of the Funds. The Bank of New York, 2 Hanson Place, Brooklyn, New York 11217-1431, also serves as sub-custodian to facilitate cash management.

The 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

52

depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories.

Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The Funds' independent registered public accounting firm is responsible for auditing the financial statements of the Funds. The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP, 1201 Louisiana, Suite 2900, Houston, Texas 77002, as the independent registered public accounting firm to audit the financial statements of the Funds. Such appointment was ratified and approved by the Board.

COUNSEL TO THE TRUST. Legal matters for the Trust have been passed upon by Ballard Spahr Andrews & Ingersoll, LLP, 1735 Market Street, Philadelphia, Pennsylvania 19103-7599.

BROKERAGE ALLOCATION AND OTHER PRACTICES

BROKERAGE TRANSACTIONS

AIM makes decisions to buy and sell securities for each Fund, selects broker-dealers (each, a "Broker"), effects the Funds' investment portfolio transactions, allocates brokerage fees in such transactions and, where applicable, negotiates commissions and spreads on transactions. AIM's primary consideration in effecting a security transaction is to obtain 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

53

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 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.

54

This type of cross-subsidization occurs in both directions. For example, soft dollar commissions generated by transactions of the AIM Funds and/or other accounts managed by AIM are used for Soft Dollar Products which may benefit those AIM Funds and/or accounts as well as accounts managed by AIM Capital. Additionally, soft dollar commissions generated by transactions of accounts managed by AIM Capital are used for Soft Dollar Products which may benefit those accounts as well as accounts managed by AIM. In certain circumstances, AIM Capital accounts may indicate that their transactions should not be used to generate soft dollar commissions but may still receive the benefits of Soft Dollar Products received by AIM or AIM Capital.

3. Some of the common investment models used to manage various Funds and other accounts of AIM and/or AIM Capital are also used to manage accounts of AIM Private Asset Management, Inc. ("APAM"), another AIM subsidiary. The Soft Dollar Products obtained through the use of soft dollar commissions generated by the transactions of the Funds and/or other accounts managed by AIM and/or AIM Capital are used to maintain the investment models relied upon by AIM, AIM Capital and APAM. This cross-subsidization occurs in only one direction. Most of APAM's accounts do not generate soft dollar commissions which can be used to purchase Soft Dollar Products. The soft dollar commissions generated by transactions of the Funds and/or other accounts managed by AIM and/or AIM Capital are used for Soft Dollar Products which may benefit the accounts managed by AIM, AIM Capital and APAM; however, APAM does not provide any soft dollar research benefit to the Funds and/or other accounts managed by AIM or AIM Capital.

AIM and AIM Capital attempt to reduce or eliminate the potential conflicts of interest concerning the use of Soft Dollar Products by directing client trades for Soft Dollar Products only if AIM and AIM Capital conclude that the Broker supplying the product is capable of providing best execution.

Certain Soft Dollar Products may be available directly from a vendor on a hard dollar basis; other Soft Dollar Products are available only through Brokers in exchange for soft dollars. AIM uses soft dollars to purchase two types of Soft Dollar Products:

- proprietary research created by the Broker executing the trade, and

- other products created by third parties that are supplied to AIM through the Broker executing the trade.

Proprietary research consists primarily of traditional research reports, recommendations and similar materials produced by the in house research staffs of broker-dealer firms. This research includes evaluations and recommendations of specific companies or industry groups, as well as analyses of general economic and market conditions and trends, market data, contacts and other related information and assistance. AIM periodically rates the quality of proprietary research produced by various Brokers. Based on the evaluation of the quality of information that AIM receives from each Broker, AIM develops an estimate of each Broker's share of AIM clients' commission dollars. AIM attempts to direct trades to the firms to meet these estimates.

AIM also uses soft dollars to acquire products from third parties that are supplied to AIM through Brokers executing the trades or other Brokers who "step in" to a transaction and receive a portion of the brokerage commission for the trade. AIM may from time to time instruct the executing Broker to allocate or "step out" a portion of a transaction to another Broker. The Broker to which AIM has "stepped out" would then settle and complete the designated portion of the transaction, and the executing Broker would settle and complete the remaining portion of the transaction that has not been "stepped out." Each Broker may receive a commission or brokerage fee with respect to that portion of the transaction that it settles and completes.

Soft Dollar Products received from Brokers supplement AIM's own research (and the research of certain of its affiliates), and may include the following types of products and services:

55

- Database Services - comprehensive databases containing current and/or historical information on companies and industries and indices. Examples include historical securities prices, earnings estimates and financial data. These services may include software tools that allow the user to search the database or to prepare value-added analyses related to the investment process (such as forecasts and models used in the portfolio management process).

- Quotation/Trading/News Systems - products that provide real time market data information, such as pricing of individual securities and information on current trading, as well as a variety of news services.

- Economic Data/Forecasting Tools - various macro economic forecasting tools, such as economic data or currency and political forecasts for various countries or regions.

- Quantitative/Technical Analysis - software tools that assist in quantitative and technical analysis of investment data.

- Fundamental/Industry Analysis - industry specific fundamental investment research.

- Fixed Income Security Analysis - data and analytical tools that pertain specifically to fixed income securities. These tools assist in creating financial models, such as cash flow projections and interest rate sensitivity analyses, which are relevant to fixed income securities.

- Other Specialized Tools - other specialized products, such as consulting analyses, access to industry experts, and distinct investment expertise such as forensic accounting or custom built investment-analysis software.

If AIM determines that any service or product has a mixed use (i.e., it also serves functions that do not assist the investment decision-making or trading process), AIM will allocate the costs of such service or product accordingly in its reasonable discretion. AIM will allocate brokerage commissions to Brokers only for the portion of the service or product that AIM determines assists it in the investment decision-making or trading process and will pay for the remaining value of the product or service in cash.

Outside research assistance is useful to AIM since the Brokers used by AIM tend to provide more in-depth analysis of a broader universe of securities and other matters than AIM's staff follows. In addition, such services provide AIM with a diverse perspective on financial markets. Some Brokers may indicate that the provision of research services is dependent upon the generation of certain specified levels of commissions and underwriting concessions by AIM's clients, including the Funds. However, the Funds are not under any obligation to deal with any Broker in the execution of transactions in portfolio securities. In some cases, Soft Dollar Products are available only from the Broker providing them. In other cases, Soft Dollar Products may be obtainable from alternative sources in return for cash payments. AIM believes that because Broker research supplements rather than replaces AIM's research, the receipt of such research tends to improve the quality of AIM's investment advice. The advisory fee paid by the Funds is not reduced because AIM receives such services. To the extent the Funds' portfolio transactions are used to obtain Soft Dollar Products, the brokerage commissions obtained by the Funds might exceed those that might otherwise have been paid.

AIM may determine target levels of brokerage business with various Brokers on behalf of its clients (including the Funds) over a certain time period. The target levels will be based upon the following factors, among others: (1) the execution services provided by the Broker; and (2) the research services provided by the Broker. Portfolio transactions may be effected through Brokers that recommend the Funds to their clients, or that act as agent in the purchase of a Fund's shares for their clients, provided that AIM believes such Brokers provide best execution and such transactions are executed in compliance with AIM's policy against using directed brokerage to compensate Brokers for promoting or selling AIM

56

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, 2006 are found in Appendix K.

REGULAR BROKERS

Information concerning the Funds' acquisition of securities of their regular Brokers during the last fiscal year ended December 31, 2006 is found in Appendix K.

ALLOCATION OF PORTFOLIO TRANSACTIONS

AIM and its affiliates manage numerous AIM Funds and other accounts. Some of these accounts may have investment objectives similar to the Funds. Occasionally, identical securities will be appropriate for investment by one of the Funds and by another Fund or one or more other accounts. However, the position of each account in the same security and the length of time that each account may hold its investment in the same security may vary. The timing and amount of purchase by each account will also be determined by its cash position. If the purchase or sale of securities is consistent with the investment policies of the Fund(s) and one or more other accounts, and is considered at or about the same time, AIM will allocate transactions in such securities among the Fund(s) and these accounts on a pro rata basis based on order size or in such other manner believed by AIM to be fair and equitable. AIM may combine such transactions, in accordance with applicable laws and regulations, to obtain the most favorable execution. Simultaneous transactions could, however, adversely affect a Fund's ability to obtain or dispose of the full amount of a security which it seeks to purchase or sell.

ALLOCATION OF EQUITY INITIAL PUBLIC OFFERING ("IPO") TRANSACTIONS

Certain of the AIM Funds or other accounts managed by AIM may become interested in participating in equity IPOs. Purchases of equity IPOs by one AIM Fund or other 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

57

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 Tax-Exempt Cash Fund) is grouped into one of four categories to determine the applicable initial sales charge for its Class A Shares. The sales charge is used to compensate AIM Distributors and participating dealers for their expenses incurred in connection with the distribution of the Funds' shares. You may also be charged a transaction or other fee by the financial institution managing your account.

Class A Shares of AIM Tax-Exempt Cash Fund, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund are sold without an initial sales charge.

CATEGORY I FUNDS

AIM Asia Pacific Growth Fund
AIM Basic Balanced Fund
AIM Basic Value Fund
AIM Capital Development Fund
AIM Charter Fund
AIM China Fund
AIM Conservative Allocation Fund
AIM Constellation Fund
AIM Developing Markets Fund
AIM Diversified Dividend Fund
AIM Dynamics Fund
AIM Energy Fund
AIM European Growth Fund
AIM European Small Company Fund
AIM Financial Services Fund
AIM Global Aggressive Growth Fund
AIM Global Equity Fund
AIM Global Growth Fund
AIM Global Health Care Fund
AIM Global Real Estate Fund
AIM Global Value Fund
AIM Gold & Precious Metal Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM Independence Now Fund
AIM Independence 2010 Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
AIM International Allocation Fund
AIM International Core Equity Fund
AIM International Growth Fund
AIM International Small Company Fund
AIM Japan Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Leisure Fund
AIM Mid Cap Basic Value Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund AIM Multi-Sector Fund
AIM Real Estate Fund
AIM Select Equity Fund
AIM Select Real Estate Income Fund
AIM Small Cap Equity Fund


AIM Small Cap Growth Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund
AIM Summit Fund
AIM Technology Fund
AIM Trimark Endeavor Fund
AIM Trimark Fund
AIM Trimark Small Companies Fund
AIM Utilities Fund

                                                                     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 $   25,000        5.50%         5.82%         4.75%
$ 25,000 but less than $   50,000        5.25          5.54          4.50
$ 50,000 but less than $  100,000        4.75          4.99          4.00
$100,000 but less than $  250,000        3.75          3.90          3.00
$250,000 but less than $  500,000        3.00          3.09          2.50
$500,000 but less than $1,000,000        2.00          2.04          1.60

CATEGORY II FUNDS

AIM High Income Municipal Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM International Total Return Fund
AIM Municipal Bond Fund
AIM Total Return Bond Fund

                                                                     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

As of the close of business on October 30, 2002, Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. Current investors must maintain a share balance in order to continue to make incremental purchases.

CATEGORY IV FUNDS

AIM Floating Rate Fund
AIM LIBOR Alpha Fund
AIM Short Term Bond Fund

                                                                     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

LARGE PURCHASES OF CLASS A SHARES. Investors who purchase $1,000,000 or more of Class A Shares of Category I, II, III or IV Fund do not pay an initial sales charge. In addition, investors who currently own Class A shares of Category I, II, III or IV Funds and make additional purchases that result in account balances of $1,000,000 or more do not pay an initial sales charge on the additional purchases. The additional purchases, as well as initial purchases of $1,000,000 or more, are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a Category I, II or IV Fund, each share will generally be subject to a 1.00% contingent deferred sales charge ("CDSC") if the investor redeems those shares within 18 months after purchase.

AIM Distributors may pay a dealer concession and/or advance a service fee on Large Purchases, as set forth below. Exchanges between the AIM Funds may affect total compensation paid.

PURCHASES OF CLASS A SHARES BY NON-RETIREMENT PLANS. AIM Distributors may make the following payments to dealers of record for Large Purchases of Class A shares of Category I, II or IV Funds by investors other than: (i) retirement plans that are maintained pursuant to Sections 401 and 457 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) retirement plans that are

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maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code:

PERCENT OF PURCHASES

1% of the first $2 million
plus 0.80% of the next $1 million
plus 0.50% of the next $17 million
plus 0.25% of amounts in excess of $20 million

If (i) the amount of any single purchase order plus (ii) the public offering price of all other shares owned by the same customer submitting the purchase order on the day on which the purchase order is received equals or exceeds $1,000,000, the purchase will be considered a "jumbo accumulation purchase." With regard to any individual jumbo accumulation purchase, AIM Distributors may make payment to the dealer of record based on the cumulative total of jumbo accumulation purchases made by the same customer over the life of his or her account(s).

If an investor makes a Large Purchase of Class A3 shares of a Category III Fund on and after October 31, 2002 and exchanges those shares for Class A shares of a Category I, II or IV Fund, AIM Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A shares of the Category I, II or IV Fund received in exchange generally will be subject to a 1.00% CDSC if the investor redeems such shares within 18 months from the date of exchange.

PURCHASES OF CLASS A SHARES BY CERTAIN RETIREMENT PLANS AT NAV. For purchases of Class A shares of Category I, II and IV Funds, AIM Distributors may make the following payments to investment dealers or other financial service firms for sales of such shares at net asset value ("NAV") to certain retirement plans provided that the applicable dealer of record is able to establish that the retirement plan's purchase of such Class A shares is a new investment (as defined below):

PERCENT OF PURCHASES

0.50% of the first $20 million
plus 0.25% of amounts in excess of $20 million

This payment schedule will be applicable to purchases of Class A shares at NAV by the following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code.

A "new investment" means a purchase paid for with money that does not represent (i) the proceeds of one or more redemptions of AIM Fund shares, (ii) an exchange of AIM Fund shares, (iii) the repayment of one or more retirement plan loans that were funded through the redemption of AIM Fund shares, or (iv) money returned from another fund family. If AIM Distributors pays a dealer concession in connection with a plan's purchase of Class A shares at NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the date the plan first invests in Class A shares of an AIM Fund. If the applicable dealer of record is unable to establish that a plan's purchase of Class A shares at NAV is a new investment, AIM Distributors will not pay a dealer concession in connection with such purchase and such shares will not be subject to a CDSC.

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).

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PURCHASERS QUALIFYING FOR REDUCTIONS IN INITIAL SALES CHARGES. As shown in the tables above, purchases of certain amounts of AIM Fund shares may reduce the initial sales charges. These reductions are available to purchasers that meet the qualifications listed below. We will refer to purchasers that meet these qualifications as "Qualified Purchasers."

DEFINITIONS

As used herein, the terms below shall be defined as follows:

- "Individual" refers to a person, as well as his or her Spouse or Domestic Partner and his or her Children;

- "Spouse" is the person to whom one is legally married under state law;

- "Domestic Partner" is an adult with whom one shares a primary residence for at least six-months, is in a relationship as a couple where one or each of them provides personal or financial welfare of the other without a fee, is not related by blood and is not married;

- "Child" or "Children" include a biological, adopted or foster son or daughter, a Step-child, a legal ward or a Child of a person standing in loco parentis;

- "Parent" is a person's biological or adoptive mother or father;

- "Step-child" is the child of one's Spouse by a previous marriage or relationship;

- "Step-parent" is the Spouse of a Child's Parent; and

- "Immediate Family" includes an Individual (including, as defined above, a person, his or her Spouse or Domestic Partner and his or her Children) as well as his or her Parents, Step-parents and the Parents of Spouse or Domestic Partner.

INDIVIDUALS

- an Individual (including his or her spouse or domestic partner, and children);

- a retirement plan established exclusively for the benefit of an Individual, specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account; and

- a qualified tuition plan account, maintained pursuant to Section 529 of the Code, or a Coverdell Education Savings Account, maintained pursuant to Section 530 of the Code (in either case, the account must be established by an Individual or have an Individual named as the beneficiary thereof).

EMPLOYER-SPONSORED RETIREMENT PLANS

- a retirement plan maintained pursuant to Sections 401, 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the Code, if:

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);

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b. each transmittal is accompanied by checks or wire transfers; and

c. if the AIM Funds are expected to carry separate accounts in the names of each of the plan participants, (i) the employer or plan sponsor notifies AIM Distributors in writing that the separate accounts of all plan participants should be linked, and (ii) all new participant accounts are established by submitting an appropriate Account Application on behalf of each new participant with the contribution transmittal.

HOW TO QUALIFY FOR REDUCTIONS IN INITIAL SALES CHARGES. The following sections discuss different ways that a Qualified Purchaser can qualify for a reduction in the initial sales charges for purchases of Class A shares of the AIM Funds.

LETTERS OF INTENT

A Qualified Purchaser may pay reduced initial sales charges by (i) indicating on the Account Application that he, she or it intends to provide a Letter of Intent ("LOI"); and (ii) subsequently fulfilling the conditions of that LOI. Employer-sponsored retirement plans, with the exception of Solo 401(k) plans and SEP plans, are not eligible for a LOI.

The LOI confirms the total investment in shares of the AIM Funds that the Qualified Purchaser intends to make within the next 13 months. By marking the LOI section on the account application and by signing the account application, the Qualified Purchaser indicates that he, she or it understands and agrees to the terms of the LOI and is bound by the provisions described below:

Calculating the Initial Sales Charge

- Each purchase of fund shares normally subject to an initial sales charge made during the 13-month period will be made at the public offering price applicable to a single transaction of the total dollar amount indicated by the LOI (to determine what the applicable public offering price is, look at the sales charge table in the section on "Initial Sales Charges" above).

- It is the purchaser's responsibility at the time of purchase to specify the account numbers that should be considered in determining the appropriate sales charge.

- The offering price may be further reduced as described below under "Rights of Accumulation" if AIS, the Funds' transfer agent ("Transfer Agent") is advised of all other accounts at the time of the investment.

- Reinvestment of dividends and capital gains distributions acquired during the 13-month LOI period will not be applied to the LOI.

Calculating the Number of Shares to be Purchased

- Purchases made and shares acquired through reinvestment of dividends and capital gains distributions prior to the LOI effect dated will be applied toward the completion of the LOI based on the value of the shares calculated at the public offering price on the effective date of the LOI.

- If a purchaser wishes to revise the LOI investment amount upward, he, she or it may submit a written and signed request at anytime prior to the completion of the original LOI. This revision will not change the original expiration date.

- The Transfer Agent will process necessary adjustments upon the expiration or completion date of the LOI.

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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.

Canceling the LOI

- If at any time before completing the LOI Program, the purchaser wishes to cancel the agreement, he or she must give written notice to AIM Distributors or its designee.

- If at any time before completing the LOI Program the purchaser requests the Transfer Agent to liquidate or transfer beneficial ownership of his total shares, the LOI will be automatically canceled. If the total amount purchased is less than the amount specified in the LOI, the Transfer Agent will redeem an appropriate number of escrowed shares equal to the difference between the sales charge actually paid and the sales charge that would have been paid if the total purchases had been made at a single time.

Other Persons Eligible for the LOI Privilege

The LOI privilege is also available to holders of the Connecticut General Guaranteed Account, established for tax qualified group annuities, for contracts purchased on or before June 30, 1992.

LOIs and Contingent Deferred Sales Charges

All LOIs to purchase $1,000,000 or more of Class A Shares of Category I, II and IV Funds are subject to an 18-month, 1% CDSC.

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.

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To qualify for obtaining the discount applicable to a particular purchase, the purchaser or his dealer must furnish the Transfer Agent with a list of the account numbers and the names in which such accounts of the purchaser are registered at the time the purchase is made.

Rights of Accumulation are also available to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992.

If an investor's new purchase of Class A shares of a Category I, II or IV Fund is at net asset value, the newly purchased shares will be subject to a CDSC if the investor redeems them prior to the end of the 18 month holding period.

REINSTATEMENT FOLLOWING REDEMPTION

If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested in Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan.

In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.

OTHER REQUIREMENTS FOR REDUCTIONS IN INITIAL SALES CHARGES. As discussed above, investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and, if necessary, support their qualification for the reduced charge. AIM Distributors reserves the right to determine whether any purchaser is entitled to the reduced sales charge based on the definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the AIM Funds without payment of the applicable sales charge other than to Qualified Purchasers.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

PURCHASES OF CLASS A SHARES AT NET ASSET VALUE. AIM Distributors permits certain categories of persons to purchase Class A shares of AIM Funds without paying an initial sales charge. These are typically categories of persons whose transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. It is the purchaser's responsibility to notify AIM Distributors or its designee of any qualifying relationship at the time of purchase.

AIM Distributors believes that it is appropriate and in the Funds' best interests that such persons, and certain other persons whose purchases result in relatively low expenses of distribution, be permitted to purchase shares through AIM Distributors without payment of a sales charge.

Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares because there is a reduced sales effort involved in sales to these purchasers:

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- Any current or retired trustee, director, officer or employee of any AIM Fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any members of their Immediate Family);

- 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.;

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the Funds (this includes any members of their Immediate Family);

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship);

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account;

- Employer-sponsored retirement plans that are Qualified Purchasers, as defined above, provided that:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per Fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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;

- "Grandfathered" shareholders as follows:

a. 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;

b. Shareholders of record or discretionary advised clients of any investment advisor holding shares of AIM Weingarten Fund or AIM Constellation Fund on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have continuously owned shares and who purchase additional shares of AIM Constellation Fund or AIM Charter Fund, respectively;

c. Unitholders of G/SET series unit investment trusts investing proceeds from such trusts in shares of AIM Constellation Fund; provided, however, prior to the termination date of the trusts, a unitholder may invest proceeds from the redemption or repurchase of his units only when the investment in shares of AIM Constellation Fund is effected within 30 days of the redemption or repurchase;

d. 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;

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e. 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;

f. Certain former AMA Investment Advisers' shareholders who became shareholders of the AIM Global Health Care Fund in October 1989, and who have continuously held shares in the GT Global funds since that time;

g. 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; and

h. Additional purchases of Class A shares by shareholders of record of Class K shares on October 21, 2005 whose Class K shares were converted to Class A shares;

- Any investor who maintains an account in Investor Class shares of a Fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and members of their Immediate Family);

- Qualified Tuition Programs created and maintained in accordance with
Section 529 of the Code;

- Insurance company separate accounts;

- Retirement plan established exclusively for the benefit of an individual (specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account) if:

a. such plan is funded by a rollover of assets from an Employer-Sponsored Retirement Plan;

b. the account being funded by such rollover is to be maintained by the same trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof; and

c. the dealer of record with respect to the account being funded by such rollover is the same as the dealer of record with respect to the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof.

- Transfers to IRAs that are attributable to AIM Fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and

- Rollovers from AIM-held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an AIM IRA.

In addition, an investor may acquire shares of any of the AIM Funds at net asset value in connection with:

- when reinvesting dividends and distributions;

- when exchanging shares of one Fund for shares of another Fund with an equal or lower initial sales charge; as more fully described in the Prospectus;

- the purchase of shares in connection with the repayment of a retirement plan loan administered by AIS;

- as a result of a Fund's merger, consolidation or acquisition of the assets of another Fund;

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- the purchase of Class A shares with proceeds from the redemption of Class B or Class C shares where the redemption and purchase are effectuated on the same business day; or

- when buying Class A shares of AIM Tax-Exempt Cash 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 make these payments from their own resources, from AIM Distributors' retention of underwriting concessions and from payments to AIM Distributors under Rule 12b-1 plans. These additional cash payments are described below. The categories described below are not mutually exclusive. The same financial advisor may receive payments under more than one or all categories. Most financial advisors that sell shares of AIM funds receive one or more types of these cash payments. Financial advisors negotiate the cash payments to be paid on an individual basis. Where services are provided, the costs of providing the services and the overall package of services provided may vary from one financial advisor to another. ADI Affiliates do not make an independent assessment of the cost of providing such services.

In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), transfer agent, registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates. A list of certain financial advisors that received one or more types of payments below during the prior calendar year is attached here as Appendix L. This list is not necessarily current and will change over time. Certain arrangements are still being negotiated, and there is a possibility that payments will be made retroactively to financial intermediaries not listed below. Accordingly, please contact your financial advisor to determine whether they currently may be receiving such payments and to obtain further information regarding any such payments.

REVENUE SHARING PAYMENTS. ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of AIM funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing AIM funds on the financial advisor's funds sales system, placing AIM funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including AIM funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. In addition, payments typically apply only to retail sales, and may not apply to other types of sales or assets (such as sales to retirement plans, qualified tuition programs, or fee based advisor programs - some of which may generate certain other payments described below.)

The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of AIM funds ("Sales-Based Payments"), in which case the total amount of such payments shall not exceed 0.25% (for non-Institutional Class shares) or 0.10% (for Institutional Class shares) of the public offering price of all such shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of AIM funds and Asset-Based Payments primarily create incentives to retain previously sold shares of AIM funds in investor accounts.

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ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

ADMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS. ADI Affiliates also may make payments to certain financial advisors that sell AIM Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25%
(for non-Institutional Class shares) or 0.10% (for Institutional Class shares)
of average annual assets of such share classes or $19 per annum per shareholder account (for non-Institutional Class shares only). ADI Affiliates also may make payments to certain financial advisors that sell AIM Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that ADI Affiliates may make under this category include, among others, payment of ticket charges per purchase or exchange order placed by a financial advisor, payment of networking fees of up to $12 per shareholder account maintained on certain mutual fund trading systems, or one-time payments for ancillary services such as setting up funds on a financial advisor's mutual fund trading systems.

All fees payable by ADI Affiliates pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement are charged back to the AIM Funds, subject to certain limitations approved by the Board of the Trust.

OTHER CASH PAYMENTS. From time to time, ADI Affiliates, at their expense, may provide additional compensation to financial advisors which sell or arrange for the sale of shares of the Fund. Such compensation provided by ADI Affiliates may include financial assistance to financial advisors that enable ADI Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial advisor-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the NASD, Inc. ("NASD"). ADI Affiliates make payments for entertainment events it deems appropriate, subject to ADI Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship.

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

In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in the prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the AIM funds, as well as about fees and/or commissions it charges.

Purchases of Class B Shares

Class B shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within six years after purchase. See the Prospectus for additional information regarding contingent deferred sales charges. AIM Distributors may pay sales commissions to dealers and institutions who sell Class B shares of the AIM Funds at the time of such sales. Payments will equal 4.00% of the purchase price and will consist of a sales commission equal to 3.75% plus an advance of the first year service fee of 0.25%.

Purchases of Class C Shares

Class C shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within the first year after purchase (no CDSC

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applies to Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund). See the Prospectus for additional information regarding this CDSC. AIM Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the AIM Funds
(except for Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund)
at the time of such sales. Payments with respect to Funds other than AIM Floating Rate Fund will equal 1.00% of the purchase price and will consist of a sales commission of 0.75% plus an advance of the first year service fee of 0.25%. Payments with respect to AIM Floating Rate Fund will equal 0.75% of the purchase price and will consist of a sales commission of 0.50% plus an advance of the first year service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC, including shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase additional shares in any of the Funds on or after May 1, 1995, and in circumstances where AIM Distributors grants an exemption on particular transactions.

Payments with Regard to Converted Class K Shares

For Class A shares acquired by a former Class K shareholder (i) as a result of a fund merger; or (ii) as a result of the conversion of Class K shares into Class A shares on October 21, 2005, AIM Distributors will pay financial intermediaries 0.45% on such Class A shares as follows: (i) 0.25% from the Class A shares' Rule 12b-1 plan fees; and (ii) 0.20% from AIM Distributors' own resources provided that, on an annualized basis for 2005 as of October 21, 2005, the 0.20% exceeds $2,000 per year.

Purchase and Redemption of Class P Shares

Certain former investors in the AIM Summit Plans I and II may acquire Class P shares at net asset value. Please see AIM Summit Fund's Prospectus for details.

Purchases of Class R Shares

Class R shares are sold at net asset value, and are not subject to an initial sales charge. If AIM Distributors pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the retirement plan's initial purchase. For purchases of Class R shares of Category I, II or IV Funds, AIM Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from a retirement plan in which an AIM Fund was offered as an investment option:

PERCENT OF CUMULATIVE PURCHASES

0.75% of the first $5 million
plus 0.50% of amounts in excess of $5 million

With regard to any individual purchase of Class R shares, AIM Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plan's account(s).

Purchases of Investor Class Shares

Investor Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. AIM Distributors may pay dealers and institutions an annual service fee of 0.25% of average daily net assets and such payments will commence immediately. The Investor Class is closed to new investors.

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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. Please refer to the Institutional Class Prospectus for more information.

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.

Redemptions

GENERAL. Shares of the AIM Funds may be redeemed directly through AIM Distributors or through any dealer who has entered into an agreement with AIM Distributors. In addition to the Funds' obligation to redeem shares, AIM Distributors may also repurchase shares as an accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected Dealer Agreements with AIM Distributors must phone orders to the order desk of the Funds at (800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is effected at the net asset value per share of the applicable Fund next determined after the repurchase order is received in good order. Such an arrangement is subject to timely receipt by AIS, the Funds' transfer agent, of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation. While there is no charge imposed by a Fund or by AIM Distributors (other than any applicable contingent deferred sales charge and any applicable redemption fee) when shares are redeemed or repurchased, dealers may charge a fair service fee for handling the transaction.

SUSPENSION OF REDEMPTIONS. The right of redemption may be suspended or the date of payment postponed when (a) trading on the NYSE is restricted, as determined by applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an emergency as determined by the SEC exists making disposition of portfolio securities or the valuation of the net assets of a Fund not reasonably practicable.

SYSTEMATIC REDEMPTION PLAN. A Systematic Redemption Plan permits a shareholder of an AIM Fund to withdraw on a regular basis at least $50 per withdrawal. Under a Systematic Redemption Plan, all shares are to be held by AIS. To provide funds for payments made under the Systematic Redemption Plan, AIS redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption.

Payments under a Systematic Redemption Plan constitute taxable events. Since such payments are funded by the redemption of shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income. Because sales charges are imposed on additional purchases of Class A shares, it is disadvantageous to effect such purchases while a Systematic Redemption Plan is in effect.

Each AIM Fund bears its share of the cost of operating the Systematic Redemption Plan.

Contingent Deferred Sales Charges Imposed upon Redemption of Shares

A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I, II and IV Funds, upon the redemption of Class B shares or Class C shares (no CDSC applies

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to Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund) and, in certain circumstances, upon the redemption of Class R shares. See the Prospectus for additional information regarding CDSCs.

CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR LARGE PURCHASES OF CLASS A SHARES. An investor who has made a Large Purchase of Class A shares of a Category I, II or IV Fund, will not be subject to a CDSC upon the redemption of those shares in the following situations:

- Redemptions of shares of Category I, II or IV Funds held more than 18 months;

- Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class A shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of shares held by the plan;

- Redemptions 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;

- 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 following the death or post-purchase disability of
(i) any registered shareholders on an account or (ii) a settlor of a living trust, of shares held in the account at the time of death or initial determination of post-purchase disability, provided that shares have not been commingled with shares that are subject to CDSC;

- Amounts from a monthly, quarterly or annual Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis provided the investor reinvests his dividends. At the time the withdrawal plan is established, the account value must be $5,000 or more;

CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR CLASS B AND C SHARES. 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, provided that shares have not been commingled with shares that are subject to CDSC;

- 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

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account value in a particular Fund; (ii) in kind transfers of assets where the participant or beneficiary notifies the distributor of the transfer no later than the time the transfer occurs; (iii) tax-free rollovers or transfers of assets to another plan of the type described above invested in Class B or Class C shares of one or more of the Funds; (iv) tax-free returns of excess contributions or returns of excess deferral amounts; and (v) distributions on the death or disability (as defined in the Code) of the participant or beneficiary;

- Amounts from a monthly or quarterly Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis provided the investor reinvests his dividends. At the time the withdrawal plan is established, the account value must be $5,000 or more;

- Liquidation initiated by the Fund when the account value falls below the minimum required account size of $500; and

- Investment account(s) of AIM and its affiliates.

CDSCs will not apply to the following redemptions of Class C shares:

- A total or partial redemption of shares where the investor's dealer of record notifies the distributor prior to the time of investment that the dealer would waive the upfront payment otherwise payable to him;

- A total or partial redemption which is necessary to fund a distribution requested by a participant in a retirement plan maintained pursuant to Section 401, 403, or 457 of the Code; and

- Redemptions of Class C shares of a Fund other than AIM LIBOR Alpha Fund or AIM Short Term Bond Fund if you received such Class C shares by exchanging Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund.

CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR CLASS R SHARES. CDSCs

will not apply to the following redemptions of Class R shares:

- A total or partial redemption of Class R shares where the retirement plan's dealer of record notifies the distributor prior to the time of investment that the dealer waives the upfront payment otherwise payable to him; and

- Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class R shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class R shares held by the plan.

General Information Regarding Purchases, Exchanges and Redemptions

GOOD ORDER. Purchase, exchange and redemption orders must be received in good order in accordance with AIS policy and procedures and U.S. regulations. AIS reserves the right to refuse transactions. Transactions not in good order will not be processed and once brought into good order, will receive current price. To be in good order, an investor or financial intermediary must supply AIS with all required information and documentation, including signature guarantees when required. In addition, if a purchase of shares is made by check, the check must be received in good order. This means that the check must be properly completed and signed, and legible to AIS in its sole discretion. If a check used to purchase shares does not clear, or if any investment order must be canceled due to nonpayment, the investor will be responsible for any resulting loss.

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AUTHORIZED AGENTS. AIS and AIM Distributors may authorize agents to accept purchase and redemption orders that are in good form on behalf of the AIM Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on a Fund's behalf. The Fund will be deemed to have received the purchase or redemption order when the Fund's authorized agent or its designee accepts the order. The order will be priced at the net asset value next determined after the order is accepted by the Fund's authorized agent or its designee.

SIGNATURE GUARANTEES. In addition to those circumstances listed in the "Shareholder Information" section of each Fund's prospectus, signature guarantees are required in the following situations: (1) requests to transfer the registration of shares to another owner; (2) telephone exchange and telephone redemption authorization forms; (3) changes in previously designated wiring or electronic funds transfer instructions; (4) written redemptions or exchanges of shares held in certificate form previously reported to AIM as lost, whether or not the redemption amount is under $250,000 or the proceeds are to be sent to the address of record; and (5) requests to redeem accounts where the proceeds are over $250,000 or the proceeds are to be sent to an address or a bank other than the address or bank of record. AIM Funds may waive or modify any signature guarantee requirements at any time.

Acceptable guarantors include banks, broker-dealers, credit unions, national securities exchanges, savings associations and any other organization, provided that such institution or organization qualifies as an "eligible guarantor institution" as that term is defined in rules adopted by the SEC, and further provided that such guarantor institution is listed in one of the reference guides contained in AIS' current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. Notary public signatures are not an acceptable replacement for a signature guarantee. AIS will also accept signatures with either: (1) a signature guaranteed with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE Medallion Signature Program, provided that in either event, the amount of the total transaction involved does not exceed the surety coverage amount indicated on the medallion. For information regarding whether a particular institution or organization qualifies as an "eligible guarantor institution" and to determine how to fulfill a signature guarantee requirement, an investor should contact the Client Services Department of AIS.

TRANSACTIONS BY TELEPHONE. By signing an account application form, an investor appoints AIS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AIS in the designated account(s), or in any other account with any of the AIM Funds, present or future, which has the identical registration as the designated account(s), with full power of substitution in the premises. AIS and AIM Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption proceeds to be applied to purchase shares in any one or more of the AIM Funds, provided that such fund is available for sale and provided that the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. An investor acknowledges by signing the form that he understands and agrees that AIS and AIM Distributors may not be liable for any loss, expense or cost arising out of any telephone exchange requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder's Social Security Number and current address, and mailings of confirmations promptly after the transactions. AIS reserves the right to modify or terminate the telephone exchange privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any exchanges must be effected in writing by the investor.

INTERNET TRANSACTIONS. An investor may effect transactions in his account through the internet by establishing a Personal Identification Number (PIN). By establishing a PIN the investor acknowledges and agrees that neither AIS nor AIM Distributors will be liable for any loss, expense or cost arising out of any internet transaction effected by them in accordance with any instructions submitted by a user who

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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. Policies for processing transactions via the Internet may differ from policies for transactions via telephone due to system settings.

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.

MISCELLANEOUS FEES. In certain circumstances, the intermediary maintaining the shareholder account through which your Fund shares are held may assess various fees related to the maintenance of that account, such as:

- an annual custodial fee on accounts where AIM Distributors acts as the prototype sponsor;

- expedited mailing fees in response to overnight redemption requests; and

- copying and mailing charges in response to requests for duplicate statements.

Please consult with your intermediary for further details concerning any applicable fees.

INSTITUTIONAL CLASS SHARES

Before the initial purchase of shares, an investor must submit a completed account application to his financial intermediary, who should forward the application to AIM Investment Services, Inc. at P.O. Box 4497, Houston, Texas 77210-4497. An investor may change information in his account application by submitting written changes or a new account application to his intermediary or to AIS.

Purchase and redemption orders must be received in good order. To be in good order, the financial intermediary must give AIS all required information and documentation with respect to the investor. If the intermediary fails to deliver the investor's payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft charges incurred.

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

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held by the intermediary (a) for its own account, for the account of other institutions and for accounts for which the intermediary acts as a fiduciary; and (b) for accounts for which the intermediary acts in some other capacity. An intermediary may aggregate its master accounts and subaccounts to satisfy the minimum investment requirement.

Platform sponsors that provide investment vehicles to fund Section 401 defined contribution plans and have entered into written agreements with AIM Distributors to waive applicable investment minimums may purchase Institutional Class shares for accounts within such plans.

OFFERING PRICE

The following formula may be used to determine the public offering price per Class A share of an investor's investment:

Net Asset Value / (1 - Sales Charge as % of Offering Price ) = Offering Price.

For example, at the close of business on December 29, 2006, AIM Basic Value Fund - Class A shares had a net asset value per share of $36.60. The offering price, assuming an initial sales charge of 5.50%, was $38.73.

Calculation of Net Asset Value

Each Fund determines its net asset value per share once daily as of the close of the customary trading session of the NYSE (generally 4:00 p.m. Eastern time) on each business day of the Fund. In the event the NYSE closes early (i.e., before 4:00 p.m. Eastern time) on a particular day, each Fund determines its net asset value per share as of the close of the NYSE on such day. For purposes of determining net asset value per share, futures and option contracts generally will be valued 15 minutes after the close of the customary trading session of the NYSE. Futures contracts are valued at the final settlement price set by an exchange on which they are principally traded. Listed options are valued at the mean between the last bid and ask prices from the exchange on which they are principally traded. Options not listed on an exchange are valued by an independent source at the mean between the last bid and ask prices. The Funds determine net asset value per share by dividing the value of a Fund's securities, cash and other assets (including interest accrued but not collected) attributable to a particular class, less all its liabilities (including accrued expenses and dividends payable) attributable to that class, by the total number of shares outstanding of that class. Determination of a Fund's net asset value per share is made in accordance with generally accepted accounting principles. The net asset value for shareholder transactions may be different than the net asset value reported in the Fund's financial statement due to adjustments required by generally accepted accounting principles made to the net assets of the Fund at period end.

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

A security listed or traded on an exchange (excluding convertible bonds) held by a Fund is valued at its last sales price or official closing price on the exchange where the security is principally traded or, lacking any sales on a particular day, the security may be valued at the closing bid price on that day. Each equity security traded in the over-the-counter market is valued on the basis of prices furnished by independent pricing vendors or market makers. Debt securities (including convertible bonds) and unlisted equities 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.

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Securities for which market prices are not provided by any of the above methods may be 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.

Short-term obligations having 60 days or less to maturity and commercial paper are priced at amortized cost which approximates value. 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. 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 the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based 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 change on days when an investor cannot exchange or redeem shares of the Fund.

Securities for which market prices are not provided by any of the above methods may be 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 or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security's fair value.

For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis.

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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 correctly completed and currently effective Internal Revenue Service ("IRS") Form W-8 (for non-resident aliens) or Form W-9 (certifying exempt status) accompanying the registration information will generally be subject to backup withholding.

Each AIM Fund, and other payers, generally must withhold 28% of redemption payments and reportable dividends (whether paid or accrued) including long-term capital gain dividends, in the case of any shareholder who fails to provide the Fund with a taxpayer identification number ("TIN") and a certification that he is not subject to backup withholding. Under current IRS guidance, each AIM Fund and other payer must generally withhold 28% on exempt-interest dividends paid after March 31, 2007, in the case of any shareholder who fails to provide the Fund with such information.

An investor is subject to backup withholding if:

1. the investor fails to furnish a correct TIN to the Fund;

2. the IRS notifies the Fund that the investor furnished an incorrect TIN;

3. the investor or the Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investor's tax return (for reportable interest and dividends only);

4. the investor fails to certify to the Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or

5. the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983.

Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5) above applies.

Certain payees and payments are exempt from backup withholding and information reporting. AIM or AIS will not provide Form 1099 to those payees.

Investors should contact the IRS if they have any questions concerning withholding.

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

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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. 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. All dividends and distributions will be automatically reinvested in additional shares of the same class of each Fund unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another AIM Fund, subject to the terms and conditions set forth in the Prospectus under the caption "Special Plans - Automatic Dividend Investment". Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date. If a shareholder's account does not have any shares in it on a dividend or capital gain distribution payment date, the dividend or distribution will be paid in cash whether or not the shareholder has elected to have such dividends or distributions reinvested.

Dividends on Class B, Class C and Class R shares of certain funds are expected to be lower than those for Class A shares and Institutional Class shares of the same fund because of higher distribution fees paid by Class B, Class C and Class R shares. Other class-specific expenses may also affect dividends on shares of those classes. Expenses attributable to a particular class ("Class Expenses") include distribution plan expenses, which must be allocated to the class for which they are incurred. Other expenses may be allocated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Code.

TAX MATTERS

The following is only a summary of certain additional tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of each Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY. Each Fund has elected to be taxed under Subchapter M of the Code as a regulated investment company and intends to maintain its qualification as such in each of its taxable years. As a regulated investment company, each Fund is not subject to 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

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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.

Each Fund presently intends to elect under applicable Treasury regulations to treat any net capital loss and any net long-term capital loss incurred after October 31 as if it had been incurred in the succeeding year in determining its taxable income for the current taxable year. Certain Funds may also elect under the same regulations to treat all or part of any net foreign currency loss incurred after October 31 as if it had been incurred in the succeeding taxable year.

Each Fund may use "equalization accounting" in determining the portion of its net investment income and capital gain net income that has been distributed. A Fund that elects to use equalization accounting will allocate a portion of its realized investment income and capital gain to redemptions of Fund shares and will reduce the amount of such income and gain that it distributes in cash. However, each Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. The IRS has not published any guidance concerning the methods to be used in allocating investment income and capital gain to redemptions of shares. In the event that the IRS determines that a Fund is using an improper method of allocation and has underdistributed its net investment income or capital gain net income for any taxable year, such Fund may be liable for additional federal income tax.

In addition to satisfying the Distribution Requirement, a regulated investment company must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock, 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 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, collectively, in securities of certain publicly traded partnerships.

For purposes of the Asset Diversification Test, the IRS has ruled that the issuer of a purchased listed call option on stock is the issuer of the stock underlying the option. The IRS has also informally ruled that, in general, the issuers of purchased or written call and put options on securities, of long and short positions on futures contracts on securities and of options on such 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

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because the Funds may not rely on informal rulings of the IRS, the Funds may find it necessary to seek a ruling from the IRS as to the application of the Asset Diversification Test to certain of the foregoing types of financial instruments or to limit its holdings of some or all such instruments in order to stay within the limits of such test.

Under an IRS revenue procedure, a Fund may treat its position as lender under a repurchase agreement as a U.S. Government security for purposes of the Asset Diversification Test where the repurchase agreement is fully collateralized (under applicable SEC standards) with securities that constitute U.S. Government securities.

If for any taxable year a Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent of such Fund's current and accumulated earnings and profits. Such distributions generally would be eligible for the dividends received deduction in the case of corporate shareholders and would 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 regulated investment company 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

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foreign currency or an option with respect thereto (but only to the extent attributable to changes in foreign currency exchange rates), and gain or loss recognized on the disposition of a forward foreign currency contract or of foreign currency itself, will generally be treated as ordinary income or loss. In certain cases, a Fund may make an election to treat such gain or loss as capital.

Certain hedging transactions that may be engaged in by certain of the Funds (such as short sales "against the box") may be subject to special tax treatment as "constructive sales" under Section 1259 of the Code if a Fund holds certain "appreciated financial positions" (defined generally as any interest (including a futures or forward contract, short sale or option) with respect to stock, certain debt instruments, or partnership interests if there would be a gain were such interest sold, assigned, or otherwise terminated at its fair market value). Upon entering into a constructive sales transaction with respect to an appreciated financial position, a Fund will generally be deemed to have constructively sold such appreciated financial position and will recognize gain as if such position were sold, assigned, or otherwise terminated at its fair market value on the date of such constructive sale (and will take into account any gain for the taxable year which includes such date).

Some of the forward foreign currency exchange contracts, options and futures contracts that certain of the Funds may enter into will be subject to special tax treatment as "Section 1256 contracts." Section 1256 contracts that a Fund holds are treated as if they are sold for their fair market value on the last business day of the taxable year, regardless of whether a taxpayer's obligations (or rights) under 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.

SWAP AGREEMENTS AND CREDIT DEFAULT SWAP AGREEMENTS. Each Fund may enter into swap agreements and may also enter into credit default swap agreements as permitted by each Fund's prospectus. Certain requirements that must be met under the Code in order for a Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in certain types of swap agreements and credit default swap agreements. Moreover, the rules governing the tax

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aspects of certain types of these agreements are in a developing stage and are not entirely clear in certain respects. Accordingly, while a Fund intends to account for such transactions in a manner deemed to be appropriate, the IRS might not accept such treatment. If it did not, the status of a Fund as a regulated investment might be affected. Each Fund intends to monitor developments in this area.

EXCISE TAX ON REGULATED INVESTMENT COMPANIES. A 4% non-deductible excise tax is imposed on a regulated investment company that fails to distribute in each calendar year an amount equal to 98% 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 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 and to the extent that shareholders have held their fund shares for a minimum required period.

A Fund may either retain or distribute to shareholders its net capital gain (net long-term capital gain over net short-term capital loss) for each taxable year. Each Fund currently intends to distribute any such amounts. If net capital gain is distributed and designated as a capital gain dividend, it will be taxable to shareholders as long-term capital gain (currently taxable at a maximum rate of 15% 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,

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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.

Subject to applicable Code limitations, each Fund will be allowed to take into account a net capital loss (excess of losses over gains from the sale of capital assets) from a prior taxable year as a short-term capital loss for the current taxable year in determining its investment company taxable income and net capital gain.

Ordinary income dividends paid by a Fund with respect to a taxable year will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of qualifying dividends received by the Fund from domestic corporations for the taxable year.

Ordinary income dividends paid by a Fund to individuals and other noncorporate taxpayers will be treated as qualified dividend income that is subject to tax at a maximum rate of 15% to the extent of the amount of qualifying dividends received by the Fund from domestic corporations and from foreign corporations that are either incorporated in a possession of the United States, or are eligible for benefits under certain income tax treaties with the United States that include an exchange of information program. In addition, qualifying dividends include dividends paid with respect to stock of a foreign corporation that is readily tradable on an established securities market in the United States. Dividends received by the Fund from PFICs are not qualifying dividends. If the qualifying dividend income received by a Fund is equal to 95% (or a greater percentage) of the Fund's gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.

Alternative minimum tax ("AMT") is imposed in addition to, but only to the extent it exceeds, the regular tax and is computed at a maximum rate of 28% for non-corporate taxpayers and 20% for corporate taxpayers on the excess of the taxpayer's alternative minimum taxable income ("AMTI") over an exemption amount. However, the AMT on capital gain dividends and qualified dividend income paid by a Fund to a noncorporate shareholder may not exceed a maximum rate of 15%. The AMT applicable to corporations may reduce the value of the dividends received deduction. However, certain small corporations are wholly exempt from the AMT.

Distributions by a Fund that are not made from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's tax basis in his shares; any excess will be treated as gain from the sale of his shares.

Distributions by a Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the ex-dividend date.

Ordinarily, shareholders are required to take distributions by a Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.

If the net asset value of shares is reduced below a shareholder's cost as a result of a distribution by a Fund, such distribution generally will be taxable even though it represents a return of invested

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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.

AIS may provide Fund shareholders with information concerning the average cost basis of their shares in order to help them calculate their gain or loss from a sale or redemption. This information is supplied as a convenience to shareholders and will not be reported to the IRS. Although the IRS permits the use of several methods to determine the cost basis of mutual fund shares, the cost basis information provided by AIS will be calculated using only the single-category average cost method. Neither AIS nor the Fund recommends any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. Even if you have reported gains or losses for a Fund in past years using another method of basis determination, you may be able to use the average cost method for determining gains or losses in the current year. However, once you have elected to use the average cost method, you must continue to use it unless you apply to the IRS for permission to change methods.

If a shareholder (a) incurs a sales load in acquiring shares of a Fund, (b) disposes of such shares less than 91 days after they are acquired, and
(c) subsequently acquires shares of the Fund or another fund at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.

BACKUP WITHHOLDING. The Funds may be required to withhold 28% of taxable distributions and/or redemption payments. For more information refer to "Purchase, Redemption and Pricing of Shares - Backup Withholding".

FOREIGN SHAREHOLDERS. Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership ("foreign shareholder"), depends on whether the income from a Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, distributions (other than exempt-interest dividends or distributions of long-term capital gain) will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the distribution. Such a foreign shareholder would generally be exempt from U.S. federal income tax on gain realized on the redemption of shares of a Fund, exempt-interest dividends, 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

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designates as "short-term capital gain dividends" or as "interest-related dividends" for Fund taxable years beginning after December 31, 2004 and before January 1, 2008, and foreign shareholders may obtain refunds of tax withheld from amounts so designated by filing a United States tax return. The aggregate amount that may be designated as short-term capital gain dividends for a Fund's taxable year is 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.

The Funds do not intend to designate any distributions made after December 31, 2006 as short-term capital gain dividends or interest-related dividends.

If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends, short-term capital gain dividends, interest-related dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations.

In the case of foreign non-corporate shareholders, a Fund may be required to withhold U.S. federal income tax at a rate of 28% on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Fund with proper notification of their foreign status.

Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from the Foreign Tax Election (see discussion below), 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 non-resident alien shareholders dying after December 31, 2004 and before January 1, 2008 will be able to exempt from federal estate tax the proportion of the value of a Fund's shares attributable to "qualifying assets" held by the Fund at the end of the quarter immediately preceding the non-resident alien shareholders' death (or such other time as the IRS may designate in regulations). Qualifying assets include bank deposits and other debt obligations that pay interest or accrue original issue discount that is exempt from withholding tax, debt obligations of a domestic corporation that are treated as giving rise to foreign source income, and other investments that are not treated for tax purposes as being within the United States. Shareholders will be advised annually of the portion of a Fund's assets that constituted qualifying assets at the end of each quarter of its taxable year.

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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, and the amount of tax withheld will generally be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries which entitle the Funds to a reduced rate of, or exemption from, tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Fund's assets to be invested in various countries is not known.

If more than 50% of the value of a Fund's total assets at the close of each taxable year consists of the stock or securities of foreign corporations, the Fund may elect to "pass through" to the Fund's shareholders the amount of foreign income tax paid by the Fund (the "Foreign Tax Election") in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable 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 April 3, 2007. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein.

Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder's particular situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisers as to the consequences of these and other state and local tax rules affecting investment in the Funds.

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DISTRIBUTION OF SECURITIES

DISTRIBUTION PLANS

The Trust has adopted distribution plans pursuant to Rule 12b-1 under the 1940 Act with respect to each Fund's Class A shares, Class B shares, Class C shares, Class R shares and Investor Class shares, if applicable (collectively the "Plans"). Each Fund, pursuant to 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.

                                                                                      INVESTOR
FUND                                          CLASS A   CLASS B   CLASS C   CLASS R    CLASS
----                                          -------   -------   -------   -------   --------
AIM Basic Value Fund                           0.25%     1.00%     1.00%     0.50%      N/A
AIM Conservative Allocation Fund               0.25      1.00      1.00      0.50       N/A
AIM Global Equity Fund                         0.25      1.00      1.00      0.50       N/A
AIM Growth Allocation Fund                     0.25      1.00      1.00      0.50       N/A
AIM Income Allocation Fund                     0.25      1.00      1.00      0.50       N/A
AIM International Allocation Fund              0.25      1.00      1.00      0.50       N/A
AIM Mid Cap Core Equity Fund                   0.25      1.00      1.00      0.50       N/A
AIM Moderate Allocation Fund                   0.25      1.00      1.00      0.50       N/A
AIM Moderate Growth Allocation Fund            0.25      1.00      1.00      0.50       N/A
AIM Moderately Conservative Allocation Fund    0.25      1.00      1.00      0.50       N/A
AIM Small Cap Growth Fund                      0.25      1.00      1.00      0.50      0.25%

AIM Small Cap Growth Fund, pursuant to its Investor Class Plan, pays AIM Distributors an amount necessary to reimburse AIM Distributors for its actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of the Investor Class shares of the Fund.

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.

Amounts payable by AIM Small Cap Growth Fund under its Investor Class Plans are directly related to the expenses incurred by AIM Distributors on behalf of the Fund, as the Plan obligates the Fund to reimburse AIM Distributors for its actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period, up to a maximum annual rate of 0.25% of the average daily net assets of the Investor Class shares of the Fund. If AIM Distributors' actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period exceeds the 0.25% annual cap, under this Plan AIM Small Cap Growth Fund will not be obligated to pay more than the 0.25% annual cap. If AIM Distributors' actual allocated share of expenses incurred pursuant to the Investor Class Plan for the period is less than

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the 0.25% annual cap, under this Plan AIM Distributors is entitled to be reimbursed only for its actual allocated share of expenses.

AIM Distributors may from time to time waive or reduce any portion of its 12b-1 fee for Class A 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.

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 M for a list of the amounts paid by each class of shares of each Fund to AIM Distributors pursuant to the Plans for the year, or period, ended December 31, 2006 and Appendix N for an estimate by category of the allocation of actual fees paid by each class of shares of each Fund pursuant to its respective distribution plan for the year or period ended December 31, 2006.

89

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.

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,

90

each such distributor (or its assignee or transferee) would receive a share of the payments under the Class B Plan based on the portion of the Fund's Class B shares sold by or attributable to the distribution efforts of that distributor.

AIM Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the AIM Funds at the time of such sales. Payments with respect to Class C shares will equal 1.00% of the purchase price of the Class C shares sold by the dealer or institution, and will consist of a sales commission of 0.75% of the purchase price of the Class C shares sold plus an advance of the first year service fee of 0.25% with respect to such shares. AIM Distributors will retain all payments received by it relating to Class C shares for the first year after they are purchased. The portion of the payments to AIM Distributors under the Class C Plan which constitutes an asset-based sales charge (0.75%) is intended in part to permit AIM Distributors to recoup a portion of the sales commissions to dealers plus financing costs, if any. After the first full year, AIM Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C shares which are attributable to shareholders for whom the dealers and institutions are designated as dealers of record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of 0.25%.

The Trust (on behalf of any class of any Fund) or AIM Distributors may terminate the Distribution Agreements on 60 days' written notice without penalty. The Distribution Agreements will terminate automatically in the event of their assignment. In the event the Class B shares Distribution Agreement is terminated, AIM Distributors would continue to receive payments of asset-based distribution fees in respect of the outstanding Class B shares attributable to the distribution efforts of AIM Distributors or its predecessors; provided, however that a complete termination of the Class B Plan (as defined in such Plan) would terminate all payments to AIM Distributors. Termination of the Class B Plan or the Distribution Agreement for Class B shares would not affect the obligation of Class B shareholders to pay 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 O.

FINANCIAL STATEMENTS

Each Fund's Financial Statements for the period ended December 31, 2006, including the Financial Highlights and the report of the independent registered public accounting firm pertaining thereto, are incorporated by reference into this Statement of Additional Information ("SAI") from such Fund's Annual Report to shareholders contained in the Trust's Form N-CSR filed on March 8, 2007.

The portions of such Annual Report that are not specifically listed above are not incorporated by reference into this SAI and are not a part of this Registration Statement.

PENDING LITIGATION

Regulatory Action Alleging Market Timing

On August 30, 2005, the West Virginia Office of the State Auditor - Securities Commission ("WVASC") issued a Summary Order to Cease and Desist and Notice of Right to Hearing to AIM and ADI (Order No. 05-1318). The WVASC makes findings of fact that AIM and ADI entered into certain arrangements permitting market timing of the AIM Funds and failed to disclose these arrangements in the prospectuses for such Funds, and conclusions of law to the effect that AIM and ADI violated the West Virginia securities laws. The WVASC orders AIM and ADI to cease any further violations and seeks to impose monetary sanctions, including restitution to affected investors, disgorgement of fees, reimbursement of investigatory, administrative and legal costs and an "administrative assessment," to be determined by the Commissioner. Initial research indicates that these damages could be limited or

91

capped by statute. By agreement with the Commissioner of Securities, AIM's time to respond to that Order has been indefinitely suspended.

Private Civil Actions Alleging Market Timing

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, INVESCO Funds Group, Inc., the former investment advisor to certain AIM Funds ("IFG"), AIM, AIM Management, AMVESCAP PLC ("AMVESCAP"), the parent company of IFG and AIM, certain related entities, certain of their current and former officers and/or certain unrelated third parties) based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal and state securities laws; (ii) violation of various provisions of ERISA; (iii) breach of fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in both Federal and state courts and seek such remedies as compensatory damages; restitution; injunctive relief; disgorgement of management fees; imposition of a constructive trust; removal of certain directors and/or employees; various corrective measures under ERISA; rescission of certain Funds' advisory agreements; interest; and attorneys' and experts' fees. A list identifying such lawsuits (excluding those lawsuits that have been recently transferred as mentioned herein) that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived is set forth in Appendix P-1.

All lawsuits based on allegations of market timing, late trading, and related issues have been transferred to the United States District Court for the District of Maryland (the "MDL Court") for consolidated or coordinated pre-trial proceedings. Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties. A list identifying the amended complaints in the MDL Court is included in Appendix P-1. Plaintiffs in two of the underlying lawsuits transferred to the MDL Court continue to seek remand of their action to state court. These lawsuits are identified in Appendix P-1.

Private Civil Actions Alleging Improper Use of Fair Value Pricing

Multiple civil class action lawsuits have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, IFG and/or AIM) alleging that certain AIM Funds inadequately employed fair value pricing. These lawsuits allege a variety of theories of recovery, including but not limited to:
(i) violations of various provisions of the Federal securities laws; (ii) common law breach of duty; and (iii) common law negligence and gross negligence. These lawsuits have been filed in both Federal and state courts and seek such remedies as compensatory and punitive damages; interest; and attorneys' fees and costs. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived is set forth in Appendix P-2.

Private Civil Actions Alleging Improper Mutual Fund Sales Practices and Directed-Brokerage Arrangements

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, AIM Management, IFG, AIM, AIM Investment Services, Inc. ("AIS") and/or certain of the trustees of the AIM Funds) alleging that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively promote the sale of the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; (ii) breach of fiduciary duty; and (iii) aiding and abetting a breach of fiduciary duty. These lawsuits have been filed in Federal courts and seek such remedies as compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived is set forth in Appendix P-3.

92

Other Actions Involving AIM Floating Rate Fund

AIM Floating Rate Fund, an Underlying Fund, is a named defendant in private civil actions based on its position as a creditor to certain entities that have filed petitions in bankruptcy courts. A list identifying such lawsuits that have been served on AIM Floating Rate Fund, or for which service of process has been waived, is set forth in Appendix P-4.

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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

PERSONS TO WHOM AIM PROVIDES
NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
(AS OF APRIL 16, 2007)

                SERVICE PROVIDER                                 DISCLOSURE CATEGORY
                ----------------                     --------------------------------------------
ABN AMRO Financial Services, Inc.                    Broker (for certain AIM funds)
A.G. Edwards & Sons, Inc.                            Broker (for certain AIM funds)
AIM Investment Services, Inc.                        Transfer Agent
Anglemyer & Co.                                      Analyst (for certain AIM funds)
Ballard Spahr Andrews & Ingersoll, LLP               Legal Counsel
BB&T Capital Markets                                 Broker (for certain AIM funds)
Bear, Stearns Pricing Direct                         Pricing Vendor (for certain AIM funds)
Belle Haven Investments L.P.                         Broker (for certain AIM funds)
Bloomberg                                            System Provider (for certain AIM funds)
BOSC, Inc.                                           Broker (for certain AIM funds)
BOWNE & Co.                                          Financial Printer
Brown Brothers Harriman & Co.                        Securities Lender (for certain AIM funds)
Cabrera Capital Markets                              Broker (for certain AIM funds)
CENVEO                                               Financial Printer
Citigroup Global Markets                             Broker (for certain AIM funds)
Classic Printers Inc.                                Financial Printer
Coastal Securities, LP                               Broker (for certain AIM funds)
Color Dynamics                                       Financial Printer
D.A. Davidson (formerly Kirkpatrick, Pettis,
Smith, Pollian, Inc.)                                Broker (for certain AIM funds)
Duncan-Williams, Inc.                                Broker (for certain AIM funds)
Earth Color Houston                                  Financial Printer
EMCO Press                                           Financial Printer
Empirical Research Partners                          Analyst (for certain AIM funds)
Fidelity Investments                                 Broker (for certain AIM funds)
First Albany Capital                                 Broker (for certain AIM funds)
First Tryon Securities                               Broker (for certain AIM funds)
F T Interactive Data Corporation                     Pricing Vendor
GainsKeeper                                          Software Provider (for certain AIM funds)
GCom2 Solutions                                      Software Provider (for certain AIM funds)
George K. Baum & Company                             Broker (for certain AIM funds)
Glass, Lewis & Co.                                   System Provider (for certain AIM funds)
Global Trend Alert                                   Analyst (for certain AIM funds)
Grover Printing                                      Financial Printer
Gulfstream Graphics Corp.                            Financial Printer
Hattier, Sanford & Reynoir                           Broker (for certain AIM funds)
Howe Barnes Investments, Inc.                        Broker (for certain AIM funds)
Hutchinson, Shockey, Erley & Co.                     Broker (for certain AIM funds)
iMoneyNet                                            Rating & Ranking Agency (for certain AIM funds)
Infinity Web, Inc.                                   Financial Printer
Initram Data, Inc.                                   Pricing Vendor
Institutional Shareholder Services, Inc.             Proxy Voting Service (for certain AIM funds)
INVESCO Senior Secured Management                    System Provider (for certain AIM funds)
ITG, Inc.                                            Pricing Vendor (for certain AIM funds)

B-1

                SERVICE PROVIDER                                 DISCLOSURE CATEGORY
                ----------------                     --------------------------------------------
J.P. Morgan Securities, Inc.                         Analyst (for certain AIM funds)
JPMorgan Securities Inc.\Citigroup Global Markets
Inc.\JPMorgan Chase Bank, N.A.                       Lender (for certain AIM funds)
John Hancock Investment Management Services, LLC     Sub-advisor (for certain sub-advised
                                                     accounts)
Jorden Burt LLP                                      Special Insurance Counsel
Kevin Dann & Partners                                Analyst (for certain AIM funds)
Kramer, Levin Naftalis & Frankel LLP                 Legal Counsel
Legg Mason Wood Walker                               Broker (for certain AIM funds)
Lehman Brothers, Inc.                                Broker (for certain AIM funds)
Lipper, Inc.                                         Rating & Ranking Agency (for certain AIM
                                                     funds)
Loan Pricing Corporation                             Pricing Service (for certain AIM funds)
Loop Capital Markets                                 Broker (for certain AIM funds)
MarkIt Valuations Ltd.                               Pricing Vendor (for certain AIM funds)
McDonald Investments Inc.                            Broker (for certain AIM funds)
Merrill Corporation                                  Financial Printer
Mesirow Financial, Inc.                              Broker (for certain AIM funds)
Moody's Investors Service                            Rating & Ranking Agency (for certain AIM
                                                     funds)
Moore Wallace North America                          Financial Printer
Morgan Keegan & Company, Inc.                        Broker (for certain AIM funds)
Morrison Foerster LLP                                Legal Counsel
M.R. Beal & Company                                  Broker (for certain AIM funds)
MS Securities Services, Inc. and Morgan Stanley
& Co. Incorporated                                   Securities Lender (for certain AIM funds)
Muzea Insider Consulting Services, LLC               Analyst (for certain AIM funds)
Noah Financial, LLC                                  Analyst (for certain AIM funds)
OMGEO/Oasys                                          Trading System
Page International                                   Financial Printer
Piper Jaffray                                        Analyst (for certain AIM funds)
Piper Jaffray &Co.                                   Broker (for certain AIM funds)
PricewaterhouseCoopers LLP                           Independent Registered Public Accounting
                                                     Firm (for all AIM funds)
Printing Arts of Houston                             Financial Printer
Protective Securities                                Broker (for certain AIM funds)
Ramirez & Co., Inc.                                  Broker (for certain AIM funds)
Raymond James & Associates, Inc.                     Broker (for certain AIM funds)
RBC Capital Markets Corporation                      Analyst (for certain AIM funds)
RBC Dain Rauscher Incorporated                       Broker (for certain AIM funds)
Reuters America Inc.                                 Pricing Service (for certain AIM funds)
Robert W. Baird & Co. Incorporated                   Broker (for certain AIM funds)
RR Donnelley Financial                               Financial Printer
Ryan Beck & Co.                                      Broker (for certain AIM funds)
Salomon Smith Barney                                 Broker (for certain AIM funds)
SBK Brooks Investment Corp.                          Broker (for certain AIM funds)
Seattle Northwest Securities Corporation             Broker (for certain AIM funds)
Siebert Brandford Shank & Co., L.L.C.                Broker (for certain AIM funds)
Signature Press                                      Financial Printer
Simon Printing Company                               Financial Printer
Southwest Precision Printers, Inc.                   Financial Printer
Standard and Poor's - a Division of McGraw-Hill      Rating and Ranking Agency (for certain AIM
                                                        funds)
Standard and Poor's/Standard and Poor's Securities
Evaluations, Inc.                                    Pricing Service (for certain AIM funds)

B-2

                SERVICE PROVIDER                                 DISCLOSURE CATEGORY
                ----------------                     --------------------------------------------
State Street Bank and Trust Company                  Custodian (for certain AIM funds); Lender
                                                     (for certain AIM Funds);
                                                     Securities Lender (for certain AIM funds)
                                                     and System Provider (for certain AIM funds)
Sterne, Agee & Leach, Inc.                           Broker (for certain AIM funds)
Stifel, Nicholaus & Company, Incorporated            Broker (for certain AIM funds)
The Bank of New York                                 Custodian (for certain AIM funds)
The MacGregor Group, Inc.                            Software Provider
Thomson Information Services Incorporated            Software Provider
UBS Financial Services, Inc.                         Broker (for certain AIM funds)
VCI Group Inc.                                       Financial Printer
Wachovia National Bank, N.A.                         Broker (for certain AIM funds)
Western Lithograph                                   Financial Printer
Wiley Bros. Aintree Capital  L.L.C.                  Broker (for certain AIM funds)
William Blair & Co.                                  Broker (for certain AIM funds)
XSP, LLC\Solutions Plus, Inc.                        Software Provider

B-3

APPENDIX C

TRUSTEES AND OFFICERS

As of MARCH 31, 2007

The address of each trustee and officer is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 110 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
                                 AND/OR                                                                     OTHER
    NAME, YEAR OF BIRTH AND      OFFICER                                                       TRUSTEESHIP(S)/DIRECTORSHIP(S)
POSITION(S) HELD WITH THE TRUST   SINCE      PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS          HELD BY TRUSTEE/DIRECTOR
-------------------------------  -------  --------------------------------------------------  -------------------------------
INTERESTED PERSONS

Martin L. Flanagan(1) - 1960      2007    Director, Chief Executive Officer and President,    None
Trustee                                   AMVESCAP PLC (parent of AIM and a global
                                          investment management firm); Chairman, A I M
                                          Advisors, Inc. (registered investment advisor);
                                          and Director, Chairman, Chief Executive Officer
                                          and President, AVZ Inc. (holding company);
                                          INVESCO North American Holdings, Inc. (holding
                                          company); Chairman and President, AMVESCAP Group
                                          Services, Inc. (service provider); Trustee, The
                                          AIM Family of Funds--Regisrtered Trademark--;
                                          Chairman, Investment Company Institute; and
                                          Member of Executive Board, SMU Cox School of
                                          Business
                                          Formerly: President, Co-Chief Executive
                                          Officer, Co-President, Chief Operating Officer
                                          and Chief Financial Officer, Franklin Resources,
                                          Inc. (global investment management organization)

Robert H. Graham(2) - 1946        1998    Trustee and Vice Chair, The AIM Family of Funds       None
Trustee and Vice Chair                    --Registered Trademark--
                                          Formerly: President and Chief Executive
                                          Officer, A I M Management Group
                                          Inc.; Director, Chairman and President, A I M
                                          Advisors, Inc. (registered investment advisor);
                                          Director and Chairman, A I M Capital Management,
                                          Inc. (registered investment advisor), A I M
                                          Distributors, Inc. (registered broker dealer),
                                          AIM Investment Services, Inc. (registered
                                          transfer agent), and Fund Management Company
                                          (registered broker dealer); Chief Executive
                                          Officer, AMVESCAP PLC - Managed Products;
                                          President and Principal Executive Officer, The
                                          AIM Family of Funds--Registered Trademark--; and
                                          Director and Chairman, A I M Management Group
                                          Inc. (financial services holding company);
                                          Director and Vice Chairman, AMVESCAP PLC;
                                          Chairman, AMVESCAP PLC - AIM Division


(1) Mr. Flanagan was appointed as Trustee of the Trust on February 24, 2007. Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of AMVESCAP PLC, parent of the advisor to the Trust.

(2) Mr. Graham is considered an interested person of the Trust because of his previous positions with AMVESCAP PLC, parent of the advisor to the Trust.

C-1

                                 TRUSTEE
                                 AND/OR                                                                     OTHER
    NAME, YEAR OF BIRTH AND      OFFICER                                                       TRUSTEESHIP(S)/DIRECTORSHIP(S)
POSITION(S) HELD WITH THE TRUST   SINCE      PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS          HELD BY TRUSTEE/DIRECTOR
-------------------------------  -------  --------------------------------------------------  -------------------------------
Philip A. Taylor(3) - 1954        2006    Director, Chief Executive Officer and President,    None
Trustee, President and                    A I M Management Group Inc., AIM Mutual Fund
Principal Executive Officer               Dealer Inc. (registered broker dealer),
                                          A I M Advisors, Inc., AIM Funds Management Inc.
                                          d/b/a AMVESCAP Enterprise Services (registered
                                          investment advisor and registered transfer agent)
                                          and 1371 Preferred Inc. (holding company);
                                          Director, Chairman, Chief Executive Officer and
                                          President, A I M Capital Management, Inc.;
                                          Director and President, INVESCO Funds Group, Inc.
                                          (registered investment advisor and registered
                                          transfer agent) and AIM GP Canada Inc. (general
                                          partner for limited partnership); Director, A I M
                                          Distributors, Inc.; Director and Chairman, AIM
                                          Investment Services, Inc., Fund Management
                                          Company and INVESCO Distributors, Inc.
                                          (registered broker dealer); Director, President
                                          and Chairman, AVZ Callco Inc. (holding company),
                                          AMVESCAP Inc. (holding company) and AIM Canada
                                          Holdings Inc. (holding company); Director and
                                          Chief Executive Officer, AIM Trimark Corporate
                                          Class Inc. (formerly AIM Trimark Global Fund
                                          Inc.) (corporate mutual fund company) and AIM
                                          Trimark Canada Fund Inc. (corporate mutual fund
                                          company); Trustee, President and Principal
                                          Executive Officer, The AIM Family of Funds
                                          --Registered Trademark-- (other than AIM
                                          Treasurer's Series Trust, Short-Term Investments
                                          Trust and Tax-Free Investments Trust); Trustee
                                          and Executive Vice President, The AIM Family of
                                          Funds--Registered Trademark-- (AIM Treasurer's
                                          Series Trust, Short-Term Investments Trust and
                                          Tax-Free Investments Trust only) ; and Manager,
                                          Powershares Capital Management LLC

                                          Formerly: President and Principal Executive
                                          Officer, The AIM Family of Funds
                                          --Registered Trademark-- (AIM
                                          Treasurer's Series Trust, Short-Term Investments
                                          Trust and Tax-Free Investments Trust only);
                                          Chairman, AIM Canada Holdings, Inc.; President,
                                          AIM Trimark Global Fund Inc. and AIM Trimark
                                          Canada Fund Inc.; and Director, Trimark Trust
                                          (federally regulated Canadian trust company)

INDEPENDENT TRUSTEES

Bruce L. Crockett - 1944          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 Trustee       2003    Retired                                             None

Frank S. Bayley - 1939 Trustee    1985    Retired                                             Badgley Funds, Inc. (registered
                                          Formerly: Partner, law firm of Baker & McKenzie     investment company) (2
                                                                                              portfolios)


(3) Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of the Trust.

C-2

                                 TRUSTEE
                                 AND/OR                                                                     OTHER
    NAME, YEAR OF BIRTH AND      OFFICER                                                       TRUSTEESHIP(S)/DIRECTORSHIP(S)
POSITION(S) HELD WITH THE TRUST   SINCE      PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS          HELD BY TRUSTEE/DIRECTOR
-------------------------------  -------  --------------------------------------------------  -------------------------------
James T. Bunch - 1942 Trustee     2003    Founder, Green, Manning & Bunch Ltd. (investment    None
                                          banking firm); and Director, Policy Studies, Inc.
                                          and Van Gilder Insurance Corporation

Albert R. Dowden - 1941 Trustee   2001    Director of a number of public and private          None
                                          business corporations, including the Boss Group,
                                          Ltd. (private investment and management), Reich
                                          and Tang Funds (Chairman) (registered investment
                                          company) (7 portfolios), Daily Income Fund (4
                                          portfolios), California Daily Tax Free Income
                                          Fund, Inc., Connecticut Daily Tax Free Income
                                          Fund, Inc. and New Jersey Daily Municipal Income
                                          Fund, Inc., Annuity and Life Re (Holdings), Ltd.
                                          (insurance company), CompuDyne Corporation
                                          (provider of products and services to the public
                                          security market), and Homeowners of America
                                          Holding Corporation (property casualty company)

                                          Formerly: Director, President and Chief Executive
                                          Officer, Volvo Group North America, Inc.; Senior
                                          Vice President, AB Volvo; Director of various
                                          affiliated Volvo companies; and Director, Magellan
                                          Insurance Company

Jack M. Fields - 1952             2001    Chief Executive Officer, Twenty First Century        Administaff
Trustee                                   Group, Inc. (government affairs company); Owner
                                          and Chief Executive Officer, Dos Angelos Ranch,
                                          L.P. (cattle, hunting, corporate entertainment);
                                          and Discovery Global Education Fund (non-profit)

                                          Formerly: Chief Executive Officer, Texana Timber
                                          LP (sustainable forestry company)



Carl Frischling - 1937            2001    Partner, law firm of Kramer Levin Naftalis and      Reich and Tang Funds (7
Trustee                                   Frankel LLP                                         portfolios)

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

Raymond Stickel, Jr. - 1944       2005    Retired                                             Director, Mainstay VP Series
Trustee                                   Formerly: Partner, Deloitte & Touche                Funds, Inc. (25 portfolios)

OTHER OFFICERS

Russell C. Burk - 1958            2005    Senior Vice President and Senior Officer, The AIM      N/A
Senior Vice President and                 Family of Funds--Registered Trademark--
Senior Officer
                                          Formerly: Director of Compliance and Assistant General
                                          Counsel, ICON Advisers, Inc.; Financial Consultant,
                                          Merrill Lynch; General Counsel and Director of
                                          Compliance, ALPS Mutual Funds, Inc.

C-3

                                 TRUSTEE
                                 AND/OR                                                                     OTHER
    NAME, YEAR OF BIRTH AND      OFFICER                                                       TRUSTEESHIP(S)/DIRECTORSHIP(S)
POSITION(S) HELD WITH THE TRUST   SINCE      PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS          HELD BY TRUSTEE/DIRECTOR
-------------------------------  -------  --------------------------------------------------  -------------------------------
John M. Zerr - 1962               2006    Director, Senior Vice President, Secretary and      N/A
Senior Vice President, Chief              General Counsel, A I M Management Group Inc.,
Legal Officer and Secretary               A I M Advisors, Inc. and A I M Capital
                                          Management, Inc.; Director, Vice President and
                                          Secretary, INVESCO Distributors, Inc.; Vice
                                          President and Secretary, AIM Investment Services,
                                          Inc. and Fund Management Company; Senior Vice
                                          President and Secretary, A I M Distributors,
                                          Inc.; Director and Vice President, INVESCO Funds
                                          Group, Inc.; Senior Vice President, Chief Legal
                                          Officer and Secretary, The AIM Family of Funds
                                          --Registered Trademark-- and Manager, Powershares
                                          Capital Management LLC

                                          Formerly: Vice President, A I M  Capital
                                          Management, Inc.; Chief Operating Officer, Senior
                                          Vice President, General Counsel and Secretary,
                                          Liberty Ridge Capital, Inc. (an investment
                                          adviser); Vice President and Secretary, PBHG
                                          Funds (an investment company); Vice President and
                                          Secretary, PBHG Insurance Series Fund (an
                                          investment company); General Counsel and
                                          Secretary, Pilgrim Baxter Value Investors (an
                                          investment adviser); Chief Operating Officer,
                                          General Counsel and Secretary, Old Mutual
                                          Investment Partners (a broker-dealer); General
                                          Counsel and Secretary, Old Mutual Fund Services
                                          (an administrator); General Counsel and
                                          Secretary, Old Mutual Shareholder Services (a
                                          shareholder servicing center); Executive Vice
                                          President, General Counsel and Secretary, Old
                                          Mutual Capital, Inc. (an investment adviser); and
                                          Vice President and Secretary, Old Mutual Advisors
                                          Funds (an investment company)

Lisa O. Brinkley - 1959           2004    Global Compliance Director, AMVESCAP PLC; and       N/A
Vice President                            Vice President, The AIM Family of Funds
                                          --Registered Trademark--

                                          Formerly:  Senior Vice President, A I M
                                          Management Group Inc.; Senior Vice President and
                                          Chief Compliance Officer, A I M Advisors, Inc.;
                                          Vice President and Chief Compliance Officer, A I
                                          M Capital Management, Inc. and A I M
                                          Distributors, Inc.; Vice President, AIM
                                          Investment Services, Inc. and Fund Management
                                          Company; Senior Vice President and Chief
                                          Compliance Officer, The AIM Family of
                                          Funds--Registered Trademark--; and Senior Vice
                                          President and Compliance Director, Delaware
                                          Investments Family of Funds

C-4

                                 TRUSTEE
                                 AND/OR                                                                     OTHER
    NAME, YEAR OF BIRTH AND      OFFICER                                                       TRUSTEESHIP(S)/DIRECTORSHIP(S)
POSITION(S) HELD WITH THE TRUST   SINCE      PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS          HELD BY TRUSTEE/DIRECTOR
-------------------------------  -------  --------------------------------------------------  -------------------------------
Kevin M. Carome - 1956            2003    Senior Vice President and General Counsel,          N/A
Vice President                            AMVESCAP PLC; Director, INVESCO Funds Group, Inc.
                                          and Vice President, The AIM Family of Funds
                                          --Registered Trademark--

                                          Formerly: Director, Senior Vice President,
                                          Secretary and General Counsel, A I M Management
                                          Group Inc. and A I M Advisors, Inc.; Senior Vice
                                          President, A I M Distributors, Inc.; Director,
                                          Vice President and General Counsel, Fund
                                          Management Company; Vice President, A I M Capital
                                          Management, Inc. and AIM Investment Services,
                                          Inc.; and Senior Vice President, Chief Legal
                                          Officer and Secretary, The AIM Family of Funds
                                          --Registered Trademark--; Director and Vice
                                          President, INVESCO Distributors, Inc.; Chief
                                          Executive Officer and President, INVESCO Funds
                                          Group; Senior Vice President and General Counsel,
                                          Liberty Financial Companies, Inc.; and Senior
                                          Vice President and General Counsel, Liberty Funds
                                          Group, LLC

Sidney M. Dilgren - 1961          2004    Vice President, A I M Advisors, Inc. and            N/A
Vice President, Treasurer and             A I M Capital Management, Inc.; and Vice
Principal Financial Officer               President, Treasurer and Principal Financial
                                          Officer, The AIM Family of Funds
                                          --Registered Trademark--

                                          Formerly: Fund Treasurer, A I M Advisors, Inc.;
                                          Senior Vice President, AIM Investment Services,
                                          Inc. and Vice President, A I M Distributors, Inc.

Karen Dunn Kelley - 1960          2004    Director of Cash Management and Senior Vice         N/A
Vice President                            President, A I M  Advisors, Inc. and A I M
                                          Capital Management, Inc.; Director and President,
                                          Fund Management Company; Vice President, The AIM
                                          Family of Funds --Registered Trademark-- (other
                                          than AIM Treasurer's Series Trust, Short-Term
                                          Investments Trust and Tax-Free Investments
                                          Trust); and President and Principal Executive
                                          Officer, The AIM Family of Funds --Registered
                                          Trademark-- (AIM Treasurer's Series Trust,
                                          Short-Term Investments Trust and Tax-Free
                                          Investments Trust only)

                                          Formerly: Chief Cash Management Officer and
                                          Managing Director, A I M Capital Management,
                                          Inc.; Vice President, A I M Advisors, Inc. and
                                          The AIM Family of Funds --Registered Trademark--
                                          (AIM Treasurer's Series Trust, Short-Term
                                          Investments Trust and Tax-Free Investments Trust
                                          only)

Patrick J.P. Farmer - 1962        2007    Head of North American Retail Investments,          N/A
Vice President                            Director, Chief Investment Officer and Executive
                                          Vice President, AIM Funds Management Inc. d/b/a
                                          AIM Trimark Investments; Senior Vice President and
                                          Head of Equity Investments, A I M Advisors, Inc.
                                          and A I M Capital Management, Inc.; and Vice
                                          President, The AIM Family of Funds --Registered
                                          Trademark--

                                          Formerly: Director, Trimark Trust

C-5

                                 TRUSTEE
                                 AND/OR                                                                     OTHER
    NAME, YEAR OF BIRTH AND      OFFICER                                                       TRUSTEESHIP(S)/DIRECTORSHIP(S)
POSITION(S) HELD WITH THE TRUST   SINCE      PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS          HELD BY TRUSTEE/DIRECTOR
-------------------------------  -------  --------------------------------------------------  -------------------------------
Stephen M. Johnson - 1961         2006    Chief Investment Officer of INVESCO Fixed Income    N/A
Vice President                            and Vice President, INVESCO Institutional (N.A.),
                                          Inc.; Senior Vice President and Fixed Income Chief
                                          Investment Officer, A I M Advisors, Inc. and A I M
                                          Capital Management, Inc.; and Vice President, The
                                          AIM Family of Funds--Registered Trademark--

Lance A. Rejsek - 1967            2005    Anti-Money Laundering Compliance Officer, A I M     N/A
Anti-Money Laundering                     Advisors, Inc., A I M Capital Management, Inc.,
Compliance Officer                        A I M Distributors, Inc., AIM Investment Services,
                                          Inc., AIM Private Asset Management, Inc., Fund
                                          Management Company and The AIM Family of Funds
                                          --Registered Trademark--

                                          Formerly: Manager of the Fraud Prevention
                                          Department, AIM Investment Services, Inc.

Todd L. Spillane - 1958           2006    Senior Vice President, A I M Management Group       N/A
Chief Compliance Officer                  Inc.; Senior Vice President and Chief Compliance
                                          Officer, A I M Advisors, Inc. and A I M Capital
                                          Management, Inc.; Chief Compliance Officer, The
                                          AIM Family of Funds--Registered Trademark--; 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: Vice President, A I M Capital
                                          Management, Inc.; Global Head of Product
                                          Development, AIG-Global Investment Group, Inc.;
                                          Chief Compliance Officer and Deputy General
                                          Counsel, AIG-SunAmerica Asset Management, and
                                          Chief Compliance Officer, Chief Operating Officer
                                          and Deputy General Counsel, American General
                                          Investment Management

C-6

TRUSTEE OWNERSHIP OF FUND SHARES AS OF DECEMBER 31, 2006

                                                                                     Aggregate Dollar Range of
                                                                                     Equity Securities in All
                                                                                       Registered Investment
                                                                                   Companies Overseen by Trustee
                                                                                     in The AIM Family of Funds
   Name of Trustee             Dollar Range of Equity Securities Per Fund             --Registered Trademark--
   ---------------      --------------------------------------------------------   -----------------------------
Martin L. Flanagan(4)                              N/A                                         N/A

Robert H. Graham        AIM Basic Value Fund                       Over $100,000
                        AIM Mid Cap Core Equity                    Over $100,000           Over $100,000
                        AIM Moderate Growth Allocation Fund        Over $100,000

Philip A. Taylor(5)                                -0-                                         -0-

Bob R. Baker            AIM Basic Value Fund                       Over $100,000           Over $100,000
                        AIM Growth Allocation Fund                 Over $100,000

Frank S. Bayley                                    -0-                                     Over $100,000

James T. Bunch                                     -0-                                     Over $100,000(6)

Bruce L. Crockett                                  -0-                                     Over $100,000(6)

Albert R. Dowden        AIM Basic Value Fund                   $10,001 - $50,000           Over $100,000
                        AIM Mid Cap Core Equity Fund          $50,001 - $100,000

Jack M. Fields                                     -0-                                     Over $100,000(6)

Carl Frischling         AIM Conservative Allocation Fund       $10,001 - $50,000
                        AIM Global Equity Fund                     Over $100,000
                        AIM Growth Allocation Fund             $10,001 - $50,000           Over $100,000(6)
                        AIM Mid Cap Core Equity Fund               Over $100,000
                        AIM Moderate Allocation Fund           $10,001 - $50,000

Prema Mathai-Davis                                 -0-                                     Over $100,000(6)

Lewis F. Pennock        AIM Basic Value Fund                        $1 - $10,000
                        AIM Global Equity Fund                      $1 - $10,000           Over $100,000
                        AIM Mid Cap Core Equity Fund                $1 - $10,000

Ruth H. Quigley                                    -0-                                     Over $100,000

Larry Soll              AIM Small Cap Growth Fund             $50,001 - $100,000           Over $100,000(6)

Raymond Stickel, Jr.    AIM International Allocation Fund      $10,001 - $50,000           Over $100,000


(4) Mr. Flanagan was elected as a trustee of the Trust effective February 24, 2007, and therefore, holdings as of December 31, 2006 are not reflected.

(5) Mr. Taylor was elected as a trustee of the Trust effective September 20, 2006.

(6) 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-7

APPENDIX D

TRUSTEE COMPENSATION TABLE

Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2006:

                                             RETIREMENT
                             AGGREGATE        BENEFITS     ESTIMATED ANNUAL      TOTAL
                         COMPENSATION FROM     ACCRUED       BENEFITS UPON    COMPENSATION
                                THE          BY ALL AIM     RETIREMENT FROM   FROM ALL AIM
        TRUSTEE               TRUST(1)        FUNDS (2)    ALL AIM FUNDS(3)      FUNDS(4)
        -------          -----------------   ----------    ----------------   ------------
Bob R. Baker                  $23,246         $230,089         $177,882         $225,000
Frank S. Bayley                24,892          160,600          126,750          241,000
James T. Bunch                 21,020          149,379          126,750          203,500
Bruce L. Crockett              41,464           83,163          126,750          402,000
Albert R. Dowden               24,997          105,204          126,750          242,000
Edward K. Dunn, Jr.(5)          6,209          146,326          126,750           59,750
Jack M. Fields                 21,704          104,145          126,750          210,000
Carl Frischling(6)             21,704           91,932          126,750          210,000
Prema Mathai-Davis             22,477          102,401          126,750          217,500
Lewis F. Pennock               21,704           85,580          126,750          210,000
Ruth H. Quigley                24,997          187,330          126,750          242,000
Larry Soll                     21,704          193,510          146,697          210,000
Raymond Stickel, Jr.           23,821           77,561          126,750          230,750

(1) Amounts shown are based on the fiscal year ended December 31, 2006. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended December 31, 2006, including earnings, was $56,666.

(2) During the fiscal year ended December 31, 2006, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $191,037.

(3) These amounts represent the estimated annual benefits payable by the AIM Funds upon the trustee's retirement and assumes each trustee serves until his or her normal retirement date.

(4) All trustees currently serve as trustees of 17 registered investment companies advised by AIM.

(5) Mr. Dunn retired effective as of March 31, 2006.

(6) During the fiscal year ended December 31, 2006, the Trust paid $84,795 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.

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APPENDIX E

PROXY POLICIES AND PROCEDURES

AIM INVESTMENTS PROXY VOTING GUIDELINES

(Effective as of February 22, 2007)

The following Proxy Voting Guidelines are applicable to all funds managed by A I M Advisors, Inc. ("AIM").(1)

INTRODUCTION

OUR BELIEF

AIM's Trustees and investment professionals expect a high standard of corporate governance from the companies in our portfolios so that AIM may fulfill its fiduciary obligation to our fund shareholders. Well governed companies are characterized by a primary focus on the interests of shareholders, accountable boards of directors, ample transparency in financial disclosure, performance-driven cultures and appropriate consideration of all stakeholders. AIM believes well governed companies create greater shareholder wealth over the long term than poorly governed companies, so we endeavor to vote in a manner that increases the value of our investments and fosters good governance within our portfolio companies.

In determining how to vote proxy issues, AIM considers the probable business consequences of each issue and votes in a manner designed to protect and enhance fund shareholders' interests. Our voting decisions are intended to enhance each company's total shareholder value over the funds' typical investment horizon.

Proxy voting is an integral part of AIM's investment process. We believe that the right to vote proxies should be managed with the same care as all other elements of the investment process. The objective of AIM's proxy-voting activity is to promote good governance and advance the economic interests of our clients. At no time will AIM exercise its voting power to advance its own commercial interests, to pursue a social or political cause that is unrelated to our clients' economic interests, or to favor a particular client or business relationship to the detriment of others.

PROXY ADMINISTRATION

The AIM Proxy Committee consists of seven members representing AIM's Legal, Compliance and Investments departments. AIM's Proxy Voting Guidelines are revised annually by the Proxy Committee, and are approved by the AIM Funds Boards of Trustees. The Proxy Committee implements the Guidelines and oversees proxy voting.

The Proxy Committee has retained outside experts to assist with the analysis and voting of proxy issues. In addition to the advice offered by these experts, AIM uses information gathered from our own research, company managements, AIM's portfolio managers and outside shareholder groups to reach our voting decisions.

Generally speaking, AIM's investment-research process leads us to invest in companies led by management teams we believe have the ability to conceive and execute strategies to outperform their competitors. We select companies for investment based in large part on our assessment of their management teams' ability to create shareholder wealth. Therefore, in formulating our proxy-voting decisions, AIM gives proper consideration to the recommendations of a company's Board of Directors.

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IMPORTANT PRINCIPLES UNDERLYING THE AIM PROXY VOTING GUIDELINES

I. ACCOUNTABILITY

Management teams of companies are accountable to their boards of directors, and directors of publicly held companies are accountable to their shareholders. AIM endeavors to vote the proxies of its portfolio companies in a manner that will reinforce the notion of a board's accountability to its shareholders. Consequently, AIM votes against any actions that would impair the rights of shareholders or would reduce shareholders' influence over the board or over management.

The following are specific voting issues that illustrate how AIM applies this principle of accountability.

- Elections of directors. In uncontested director elections for companies that do not have a controlling shareholder, AIM votes in favor of slates if they are comprised of at least a majority of independent directors and if the boards' key committees are fully independent. Key committees include the Audit, Compensation and Governance or Nominating Committees. AIM's standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve.

Contested director elections are evaluated on a case-by-case basis and are decided within the context of AIM's investment thesis on a company.

- Director performance. AIM withholds votes from directors who exhibit a lack of accountability to shareholders, either through their level of attendance at meetings or by enacting egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan ("poison pills") without shareholder approval, or other areas of poor performance, AIM may withhold votes from some or all of a company's directors. In situations where directors' performance is a concern, AIM may also support shareholder proposals to take corrective actions such as so-called "clawback" provisions.

- Auditors and Audit Committee members. AIM believes a company's Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company's internal controls. Independence, experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a company's Audit Committee, or when ratifying a company's auditors, AIM considers the past performance of the Committee and holds its members accountable for the quality of the company's financial statements and reports.

- Majority standard in director elections. The right to elect directors is the single most important mechanism shareholders have to promote accountability. AIM supports the nascent effort to reform the U.S. convention of electing directors, and votes in favor of proposals to elect directors by a majority vote.

- Classified boards. AIM supports proposals to elect directors annually instead of electing them to staggered multi-year terms because annual elections increase a board's level of accountability to its shareholders.

- Supermajority voting requirements. Unless proscribed by law in the state of incorporation, AIM votes against actions that would impose any supermajority voting requirement, and supports actions to dismantle existing supermajority requirements.

- Responsiveness. AIM withholds votes from directors who do not adequately respond to shareholder proposals that were approved by a majority of votes cast the prior year.

- Cumulative voting. The practice of cumulative voting can enable minority shareholders to have representation on a company's board. AIM supports proposals to institute the practice of

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cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.

- Shareholder access. On business matters with potential financial consequences, AIM votes in favor of proposals that would increase shareholders' opportunities to express their views to boards of directors, proposals that would lower barriers to shareholder action and proposals to promote the adoption of generally accepted best practices in corporate governance.

II. INCENTIVES

AIM believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce managements and employees of our portfolio companies to create greater shareholder wealth. AIM supports equity compensation plans that promote the proper alignment of incentives, and votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of the fund's investment.

Following are specific voting issues that illustrate how AIM evaluates incentive plans.

- Executive compensation. AIM evaluates compensation plans for executives within the context of the company's performance under the executives' tenure. AIM believes independent compensation committees are best positioned to craft executive-compensation plans that are suitable for their company-specific circumstances. We view the election of those independent compensation committee members as the appropriate mechanism for shareholders to express their approval or disapproval of a company's compensation practices. Therefore, AIM generally does not support shareholder proposals to limit or eliminate certain forms of executive compensation. In the interest of reinforcing the notion of a compensation committee's accountability to shareholders, AIM supports proposals requesting that companies subject each year's compensation record to an advisory shareholder vote, or so-called "say on pay" proposals..

- Equity-based compensation plans. When voting to approve or reject equity-based compensation plans, AIM compares the total estimated cost of the plans, including stock options and restricted stock, against a carefully selected peer group and uses multiple performance metrics that help us determine whether the incentive structures in place are creating genuine shareholder wealth. Regardless of a plan's estimated cost relative to its peer group, AIM votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock's current market price, or the ability to automatically replenish shares without shareholder approval.

- Employee stock-purchase plans. AIM supports employee stock-purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock is at most a 15 percent discount from the market price.

- Severance agreements. AIM generally votes in favor of proposals requiring advisory shareholder ratification of executives' severance agreements. However, we oppose proposals requiring such agreements to be ratified by shareholders in advance of their adoption.

III. CAPITALIZATION

Examples of management proposals related to a company's capital structure include authorizing or issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or reverse stock split. On requests for additional capital stock, AIM analyzes the company's stated reasons for the request. Except where the request could adversely affect the fund's ownership stake or voting rights, AIM generally supports a board's decisions on its needs for additional capital stock. Some capitalization proposals require a case-by-case analysis within the context of AIM's investment thesis on a company.

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Examples of such proposals include authorizing common or preferred stock with special voting rights, or issuing additional stock in connection with an acquisition.

IV. MERGERS, ACQUISITIONS AND OTHER CORPORATE ACTIONS

Issuers occasionally require shareholder approval to engage in certain corporate actions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations. AIM analyzes these proposals within the context of our investment thesis on the company, and determines its vote on a case-by-case basis.

V. ANTI-TAKEOVER MEASURES

Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they create conflicts of interests among directors, management and shareholders. Except under special issuer-specific circumstances, AIM votes to reduce or eliminate such measures. These measures include adopting or renewing "poison pills", requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. AIM generally votes against management proposals to impose these types of measures, and generally votes for shareholder proposals designed to reduce such measures. AIM supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote.

VI. SHAREHOLDER PROPOSALS ON CORPORATE GOVERNANCE

AIM generally votes for shareholder proposals that are designed to protect shareholder rights if a company's corporate-governance standards indicate that such additional protections are warranted.

VII. SHAREHOLDER PROPOSALS ON SOCIAL RESPONSIBILITY

The potential costs and economic benefits of shareholder proposals seeking to amend a company's practices for social reasons are difficult to assess. Analyzing the costs and economic benefits of these proposals is highly subjective and does not fit readily within our framework of voting to create greater shareholder wealth over AIM's typical investment horizon. Therefore, AIM abstains from voting on shareholder proposals deemed to be of a purely social, political or moral nature.

VIII. ROUTINE BUSINESS MATTERS

Routine business matters rarely have a potentially material effect on the economic prospects of fund holdings, so we generally support the board's discretion on these items. However, AIM votes against proposals where there is insufficient information to make a decision about the nature of the proposal. Similarly, AIM votes against proposals to conduct other unidentified business at shareholder meetings.

SUMMARY

These Guidelines provide an important framework for making proxy-voting decisions, and should give fund shareholders insight into the factors driving AIM's decisions. The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues must be made within the context of these Guidelines and within the context of the investment thesis of the funds that own the company's stock. Where a different investment thesis is held by portfolio managers who may hold stocks in common, AIM may vote the shares held on a fund-by-fund basis.

EXCEPTIONS

In certain circumstances, AIM may refrain from voting where the economic cost of voting a company's proxy exceeds any anticipated benefits of that proxy proposal.

SHARE-LENDING PROGRAMS

One reason that some portion of AIM's position in a particular security might not be voted is the securities lending program. When securities are out on loan and earning fees for the lending fund, they are transferred into the borrower's name. Any proxies during the period of the loan are voted by the borrower.

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The lending fund would have to terminate the loan to vote the company's proxy, an action that is not generally in the best economic interest of fund shareholders. However, whenever AIM determines that the benefit to shareholders of voting a particular proxy outweighs the revenue lost by terminating the loan, we recall the securities for the purpose of voting the fund's full position.

"SHARE-BLOCKING"

Another example of a situation where AIM may be unable to vote is in countries where the exercise of voting rights requires the fund to submit to short-term trading restrictions, a practice known as "share-blocking." AIM generally refrains from voting proxies in share-blocking countries unless the portfolio manager determines that the benefit to fund shareholders of voting a specific proxy outweighs the fund's temporary inability to sell the security.

INTERNATIONAL CONSTRAINTS

An additional concern that sometimes precludes our voting non-U.S. proxies is our inability to receive proxy materials with enough time and enough information to make a voting decision. In the great majority of instances, however, we are able to vote non-U.S. proxies successfully. It is important to note that AIM makes voting decisions for non-U.S. issuers using these Proxy Voting Guidelines as our framework, but also takes into account the corporate-governance standards, regulatory environment and generally accepted best practices of the local market.

EXCEPTIONS TO THESE GUIDELINES

AIM retains the flexibility to accommodate company-specific situations where strictly adhering to the Guidelines would lead to a vote that the AIM Proxy Committee deems not to be in the best interest of the funds' shareholders. In these situations, the Proxy Committee will vote the proxy in the manner deemed to be in the best interest of the funds' shareholders, and will promptly inform the funds' Boards of Trustees of such vote and the circumstances surrounding it.

RESOLVING POTENTIAL CONFLICTS OF INTEREST

A potential conflict of interest arises when AIM votes a proxy for an issuer with which it also maintains a material business relationship. Examples could include issuers that are distributors of AIM's products, or issuers that employ AIM to manage portions of their retirement plans or treasury accounts. AIM reviews each proxy proposal to assess the extent, if any, to which there may be a material conflict between the interests of the fund shareholders and AIM.

AIM takes reasonable measures to determine whether a potential conflict may exist. A potential conflict is deemed to exist only if one or more of the Proxy Committee members actually knew or should have known of the potential conflict.

If a material potential conflict is deemed to exist, AIM may resolve the potential conflict in one of the following ways: (1) if the proposal that gives rise to the potential conflict is specifically addressed by AIM's Proxy Voting Guidelines, AIM may vote the proxy in accordance with the predetermined Guidelines; (2) AIM may engage an independent third party to determine how the proxy should be voted; or (3) AIM may establish an ethical wall or other informational barrier between the persons involved in the potential conflict and the persons making the proxy-voting decision in order to insulate the potential conflict from the decision makers.

Because the Guidelines are pre-determined and crafted to be in the best economic interest of shareholders, applying the Guidelines to vote client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard against potential conflicts, persons from AIM's marketing, distribution and other customer-facing functions are precluded from becoming members of the AIM Proxy Committee.

On a quarterly basis, the AIM Funds Boards of Trustees review a report from AIM's Internal Compliance Controls Committee. The report contains a list of all known material business relationships that AIM maintains with publicly traded issuers. That list is cross-referenced with the list of proxies voted over the

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period. If there are any instances where AIM's voting pattern on the proxies of its material business partners is inconsistent with its voting pattern on all other issuers, they are brought before the Trustees and explained by the Chairman of the AIM Proxy Committee.

Personal conflicts of interest. If any member of the AIM Proxy Committee has a personal conflict of interest with respect to a company or an issue presented for voting, that Committee member will inform the Committee of such conflict and will abstain from voting on that company or issue.

Funds of funds. Some AIM funds offering diversified asset allocation within one investment vehicle own shares in other AIM funds. A potential conflict of interest could arise if an underlying AIM fund has a shareholder meeting with any proxy issues to be voted on, because AIM's asset-allocation funds or target-maturity funds may be large shareholders of the underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and target maturity funds vote their shares in the same proportion as the votes of the external shareholders of the underlying fund.

POLICIES AND VOTE DISCLOSURE

A copy of these Proxy Voting Guidelines and the voting record of each AIM fund are available on our web site, www.aiminvestments.com. In accordance with Securities and Exchange Commission regulations, all funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That filing is made on or before August 31st of each year.

FOOTNOTES

1. AIM funds not managed by A I M Advisors, Inc., are governed by the proxy voting policies of their respective advisers.

To see the Proxy Voting Guidelines applicable to the AIM TRIMARK ENDEAVOR FUND, the AIM TRIMARK FUND or the AIM TRIMARK SMALL COMPANIES FUND, click here (hyperlink to AIM Funds Management Inc.'s proxy policy).

To see the Proxy Voting Guidelines applicable to the AIM INTERNATIONAL TOTAL RETURN FUND, click here (hyperlink to INVESCO Asset Management Limited's proxy policy).

To see the Proxy Voting Guidelines applicable to the AIM JAPAN FUND, click here (hyperlink to INVESCO Asset Management (Japan) Limited's proxy policy).

To see the Proxy Voting Guidelines applicable to the AIM CHINA FUND, click here (hyperlink to INVESCO Hong Kong Limited's proxy policy).

To see the Proxy Voting Guidelines applicable to the AIM LIBOR ALPHA FUND, the AIM FLOATING RATE FUND, the AIM GLOBAL REAL ESTATE FUND, the AIM INTERNATIONAL CORE EQUITY FUND, the AIM REAL ESTATE FUND, the AIM S&P 500 INDEX FUND, the AIM SELECT REAL ESTATE FUND, the AIM STRUCTURED CORE FUND, the AIM STRUCTURED GROWTH FUND, the AIM STRUCTURED VALUE FUND, the AIM V.I. GLOBAL REAL ESTATE FUND, or the AIM V.I. INTERNATIONAL CORE EQUITY FUND, click here (hyperlink to INVESCO Institutional (N.A.), Inc.'s proxy policy).

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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 April 3, 2007.

AIM BASIC VALUE FUND

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
AMVESCAP National Trust Company                  --           --           --           --           7.53%
FBO AMVESCAP 401(k) Plan
PO Box 105779
Atlanta, GA 30348-5779

Citigroup Global Markets                         --         5.12%        6.14%          --             --
House Account
Attn: Cindy Tempesta
333 West 34th St.,
7th Floor
New York, NY 10001-2402

FIIOC Agent                                      --           --           --           --          21.75%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987

First Command Bank Trust                         --           --           --           --          46.16%
Attn: Trust Department
P.O. Box 901075 Fort Worth, TX 76101-2075

GPC Securities Inc. as agent for                 --           --           --           --          10.16%
Merrill Lynch B&T Co. FSB Ttee
FBO AGL Resources, Inc.
Retirement Savings PR
P. O. Box 105779
Atlanta, GA 30348-5779

F-1

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
Merrill Lynch Pierce Fenner & Smith            5.27%        7.14%       15.57%          --             --
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246-6484

Pershing LLC                                   6.87%       14.74%        8.91%          --             --
1 Pershing Plz
Jersey City, NJ 07399-0001

Relistar Insurance Co of New York                --           --            --       32.35%            --
151 Farmington Ave, #TN41
Hartford, CT 06156-0001

Symetra Investment Services Inc.                 --           --            --        6.69%            --
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
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.(1)                          --          --           --             --        100.00%
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

AIM Omnibus Acct for 529 Plan                 24.81%         --           --             --            --
College Now Portfolio
Attn: Chuck Kirby
11 E. Greenway Plz, 7th Fl
Houston, TX 77046-1100

ANTCSCAP Natl Trustco TTEE                       --          --           --          21.10%           --
FBO Frost Natl Bank
FBO Super S Foods Employees PS
PL & Trust
PO Box 105779
Atlanta, GA 30348-5779

F-2

                                              CLASS A      CLASS B     CLASS C       CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
Merrill Lynch Pierce Fenner & Smith              --         7.15%        5.39%          --            --
FBO the Sole Benefit of Customers
4800 Deer Lake Dr. East Jacksonville,
FL 32246-6484
Attn: Fund Administration

MG Trust Co. Cust                                --           --           --         5.38%           --
See All Industries Inc. 401K PS
700 17th St., Ste 300
Denver, CO 80202-3531

Oppenheimer & Co Inc Cust FBO                    --           --           --         9.16%           --
Charles N Kostelnik IRA R/O
8274 Mills St
Taylor, MI 48180-2015

Oppenheimer & Co. Inc.                           --           --           --        11.14%           --
FBO Oliver J. Laszlo IRA
18370 Outer Dr
Dearborn, MI 48128-1353

Pershing LLC                                   8.13%       12.00%        8.71%          --            --
1 Pershing Plz
Jersey City, NJ 07399-0001

(1) Owned of record and beneficially

AIM GLOBAL EQUITY FUND

                                              CLASS A      CLASS B     CLASS C       CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
Charles Schwab & Co Inc                        7.82%          --           --           --             --
Reinvestment Account
101 Montgomery St
San Francisco, CA 94104-4122

F-3

                                              CLASS A      CLASS B     CLASS C       CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
Citigroup Global Market House Account            --         7.46%        8.66%          --             --
Attn: Cindy Tempesta
333 West 34th St.,
7th Floor
New York, NY 10001-2402

First Command Bank Trust                         --           --           --           --          83.50%
FBO First Command SIP
ATTN: Trust Department
PO Box 901075
Fort Worth, TX 76101-2075

GPC Securities Inc. as                           --           --           --           --          15.24%
agent for Merrill Lynch Bk
& TR Co. FBO Ttee
FBO XL America Inc.
Retirement Plan
P. O. Box 105117 Atlanta,
GA 30348-5117

John Nagel                                       --           --           --         9.62%            --
John R. Nagel
4261 Magnolia Rd.
Orange Park, FL 32605-6951

Merrill Lynch Pierce Fenner & Smith              --           --        13.51%          --             --
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East,
2nd Floor
Jacksonville, FL 32246

MG Trustco Cust FBO                              --           --           --        24.75%            --
TIMM Medical Technologies
Inc. 401K
700 17th St. Ste. 300
Denver, CO 80202-3531

MG Trustco FBO                                   --           --           --        18.83%            --
Marshall & Sons 401K Pl
700 17th St., Ste. 300
Denver, CO 80202-3531

Michael M. Axler & Assoc                         --           --           --        15.43%            --
Michael M. Axler
P. O. Box 665
Brigantine, NJ 08203-0665

F-4

                                              CLASS A      CLASS B     CLASS C       CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
Morgan Stanley DW                                --           --         5.85%          --             --
ATTN: Mutual Fund Operations
3 Harborside Pl FL 6
Jersey City, NJ 07311-3907

Wayne J. Kropp Sr                                --           --           --         5.89%            --
Wayne J. Kropp Sr
105 Edgemere Logs
Fairfield Bay,
AR 72088-3704

F-5

AIM GROWTH ALLOCATION FUND

                                              CLASS A      CLASS B     CLASS C       CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.(1)                          --           --           --            --         68.69%
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

AIM Omnibus Acct. for 529 Plan                17.28%          --           --            --            --
Growth Allocation 529 Portfolio
Attn: Chuck Kirby
11 E. Greenway Plz, 7th Floor
Houston, TX 77046-1100

AIM Omnibus Acct. for 529 Plan                15.32%          --           --            --            --
13+ Years to College Portfolio
Attn: Chuck Kirby
11 E. Greenway Plz, 7th Floor
Houston, TX 77046-1100

ANTCSCAP Natl Trustco TTEE FBO                   --           --           --         11.19%           --
Frost Natl Bank FBO Super S
Foods Employees PS PL & Trust
PO Box 105779
Atlanta, GA 30348-5779

Marshall & Ilsley Trustco NA FBO                 --           --           --            --         31.31%
WCPHD 401K Girard
11270 W. Park Pl, Ste 400
Milwaukee, WI 53224-3638

Merrill Lynch Pierce Fenner & Smith              --           --         9.61%           --            --
FBO The Sole Benefit of Customers
ATTN: Fund Administration
4800 Deer Lake Dr East 2nd Floor
Jacksonville, FL 32246-6484

MG Trust Co Cust                                 --           --           --          5.76%           --
Brothers Co Inc 401k PS
700 17th St,, Ste 300
Denver, CO 80202-3531

Pershing LLC                                     --         8.07%       11.44%           --            --
1 Pershing Plz
Jersey City, NJ 07399-0001

(1) Owned of record and beneficially

F-6

AIM INCOME ALLOCATION FUND

                                              CLASS A      CLASS B     CLASS C       CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.(1)                          --           --           --        23.42%        100.00%
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

Charles Schwab & Co. Inc.                     18.15%          --           --           --             --
Reinvestment Account
101 Montgomery St.
San Francisco, CA 94104-4151

Designed Environments Inc.                       --           --           --        11.90%            --
Barbara Ellingboe
3524 105th St. NE
Kandiyohi, MN 56251-9756

JDN Profit Sharing Trust PSP                     --           --           --         6.32%            --
FBO John D. Nardone
21 Kingwood Dr.
Little Falls, NJ 07424-2411

Lancaster Properties USA Inc.                    --           --           --        19.54%            --
Fred C. Lancaster
327 Checkmate
Livingston, TX 77351-8051

Lancaster Properties USA Inc.                    --           --           --        19.12%            --
Linda R. Lancaster
327 Checkmate
Livingston, TX 77351-8051

Merrill Lynch Pierce Fenner & Smith              --         6.28%        8.61%          --             --
FBO The Sole Benefit of
Customers
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl.
Jacksonville, FL 32246-6484

NFS LLC FBO                                      --           --           --        10.01%            --
NFS/FMTC IRA
FBO Rosanna Coppiello
78 Chapel Hill Rd.
North Haven, CT 06473-2811

F-7

                                              CLASS A      CLASS B     CLASS C       CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
Pershing LLC                                   19.41%      14.50%       33.24%         --             --
1 Pershing Plz
Jersey City, NJ 07399-0001

(1) Owned of record and beneficially

AIM INDEPENDENCE NOW FUND

                                              CLASS A      CLASS B     CLASS C       CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.                          21.36%       65.18%       100.00%      100.00%        50.65%
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

NFS LLC FBO                                   47.17%          --            --           --            --
Prudential Bank & Trust
FSB IRA R/O
FBO Jonnie Faye Williams
7858 E. Independence Street
Tulsa, OK 74115-6918

Pershing LLC                                  25.83%          --            --           --         49.35%
1 Pershing Plz
Jersey City, New Jersey
07399-0001

Raymond James & Assoc Inc.                       --        34.82%           --           --            --
FBO Feldman IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

F-8

AIM INDEPENDENCE 2010 FUND

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.                          27.87%       51.80%       19.91%       100.00%       100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

ANTC Cust. IRA FBO                            18.57%          --           --            --            --
Mark Henry Ramsey
4864 Evergreen St.
Orange, TX 77630-8923

CBSL Inc.                                        --           --        53.43%           --            --
Eugene H. Rembowski
12910 Careywood
Sugarland, TX 77478-2538

CBSL Inc.                                        --           --        26.66%           --            --
Yvette R. Rembowski
12910 Careywood
Sugarland, TX 77478-2538

Pershing LLC                                  40.12%          --           --            --         49.35%
1 Pershing Plz
Jersey City, New Jersey 07399-0001

Raymond James & Assoc Inc.                       --        48.20%          --            --            --
FBO Watson IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

AIM INDEPENDENCE 2020 FUND

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.                          12.38%       25.50%       69.28%       100.00%       100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

F-9

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
AMVESCAP National Trust Co.                    5.90%          --           --            --            --
A. Ladd In Construction Inc.
Patrick L. Ladd
751 Pringle Rd.
Port Orange, FL 32127-5823

ANTC Cust Rollover IRA FBO                     5.91%          --           --            --            --
Yubari Hasegawa
1815 Leighton Ln NE
Marietta, GA 30062-5341

Charles Schwab & Co. Inc.                     41.38%          --           --            --            --
Special Custody FBO Customers (RPS)
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4151

INING Associates Inc.                            --        36.34%          --            --            --
Defined Benefit Pension Pl
Dtd. 10/24/2001
Kay Lu and Ining Lu Ttees
47 E. Las Flores Ave.
Arcadia, CA 91006-4633

NFS LLC FBO                                      --           --        30.72%           --            --
NFS/FMTC SEP IRA
155 E 34th St.
New York, New York

Pershing LLC                                     --         9.33%          --            --            --
1 Pershing Plz
Jersey City, New Jersey 07399-0001

Raymond James & Assoc Inc.                     9.75%          --           --            --            --
FBO Kiehl IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

RBC Dain Rauscher Cust                           --        20.69%          --            --            --
Donald Lynn IRA
8 Cottonwood PL
Dayton, KY 41074-1608

F-10

AIM INDEPENDENCE 2030 FUND

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.                          16.71%       16.23%       62.88%       100.00%       100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

American Enterprise                           31.59%          --           --            --            --
Investment Svcs
FBO [Client]
P. O. Box 9446
Minneapolis, MN 55474-0001

AMVESCAP National Trust Co.                      --        16.44%          --            --            --
Charlotte Chiropractic Clinic
James D. Myers
P. O. Box 436
Charlotte, MI 48813-0436

AMVESCAP National Trust Co.                      --         9.62%          --            --            --
Charlotte Chiropractic Clinic
Sheri A. Hudson Myers
P. O. Box 436
Charlotte, MI 48813-0436

AMVESCAP National Trust Co.                      --           --        28.14%           --            --
Cust IRA R/O
Kalanos V. Johnson
8606 Collins Dr.
Jonesboro, GA 30236-5000

ANTC Cust IRA                                    --         7.88%          --            --            --
FBO Holly A. Anderson
9618 Ravenscroft Ln NW
Concord, NC 28027-3539

ANTC Cust Rollover IRA                        13.85%          --           --            --            --
FBO Tracy E. Hicks
P. O. Box 427
Anna, TX 75409-0427

Edward D. Jones & Co Cust                     12.44%          --           --            --            --
Rosario S. Crane
FBO Rosario S. Crane SEP
2711 Chambray Ln
Tampa, FL 33611-4712

F-11

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
First Clearing LLC                              --           --          7.74%         --             --
Phillip C. Rodgers IRA
FCC as Custodian
10320 Pullum Place Rd.
Rogers, AR 72756-7559

INING Associates Inc.                           --         18.75%          --          --             --
Defined Benefit Pension PL
dtd 10/24/2001
Kay Lu and Ining Lu Ttees
47 E. Las Flores Ave.
Arcadia, CA 91006-4633

Raymond James & Assoc. Inc.                     --         15.97%          --          --             --
FBO McCabe IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

AIM INDEPENDENCE 2040 FUND

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.                          28.59%       29.22%       76.01%       100.00%       100.00%
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

American Enterprise                              --           --        20.96%           --            --
Investment Svcs
P. O. Box 9446
Minneapolis, MN 55440-9446

ANTC Cust IRA                                  7.15%          --           --            --            --
FBO Danna S. Dziedzic
6519 Cottonwood Park Ln.
Houston, TX 77041-7246

ANTC Cust Rollover IRA                         5.87%          --           --            --            --
Patrick Fraser
3429 Round Hill Rd.
Branchburg, NJ 08876-3375

F-12

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
Custom Mechanical Inc.                         24.75%          --         --           --             --
Damon Clanton
6209 Highland Scenic Rd.
Baxter, MN 56425-8354

INING Associates Inc.                             --        64.08%        --           --             --
Defined Benefit Pension Pl
Dtd 10/24/2001
Kay Lu and Ining Lu Ttees
47 E. Las Flores Ave.
Arcadia, CA 91006-4633

US Atta International Corp.                    12.60%          --         --           --             --
Defined Benefit Pension
Plan Def Ben Plan
1025 Coronado Dr.
Arcadia, CA 91007-6427

AIM INDEPENDENCE 2050 FUND

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.                          18.01%       82.95%       81.95%       100.00%       100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

AMVESCAP Nat'l TC Cust IRA                       --           --         6.60%           --            --
Theresa Struyk
9525 Pienza Pl
San Diego, CA 92127-2806

AMVESCAP Nat'l TC Cust IRA                       --           --         6.60%           --            --
Tony Struyk
9525 Pienza Pl
San Diego, CA 92127-2806

F-13

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
ANTC Cust SEP IRA                              7.99%          --          --           --             --
Ivy B. McLemore IRA
Ivy B. McLemore
915 Wild Valley Rd.
Houston, TX 77057-1109

ANTC Cust Rollover IRA                         6.37%          --          --           --             --
FBO Chad Dziedzic
7912 NW Twilight Pl
Parkville, MD 64152-6043

Chad Dziedzic                                 15.49%          --          --           --             --
7912 NW Twilight Pl
Parkville, MD 64152-6043

Danielle C. Bennett & Nicholas P.             11.55%          --          --           --             --
Bennett JTWROS
6034 Richmond Hwy Apt 521
Alexandria, VA 22303-2111

Danna S. Dziedzic & Chad Dziedzic &           17.14%          --          --           --             --
Holly A. Dziedzic JTWROS
6519 Cottonwood Park Ln
Houston, TX 77041-7246

Raymond James & Assoc. Inc.                      --        17.05%         --           --             --
FBO Carter SEP
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

AIM INTERNATIONAL ALLOCATION FUND

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.(1)                         --           --           --         _____%        75.90%
ATTN:  Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

F-14

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
AMVESCAP Nat'l TR Co Cust                        --            --          --         5.32%            --
FBO Evans Industry Inc.
Employee Retirement Plan
P. O. Box 105779
Atlanta, GA 30348-5779

CBNA Cust                                        --           --           --        11.90%            --
FBO Larry G. Cushing & Sons
401K
6 Rhoads Dr. Ste 7
Utica NY 13502-6317

Charles Schwab & Co. Inc.                     25.56%          --           --           --             --
Reinvestment Account
101 Montgomery St.
San Francisco CA 94101-4122

MG Trustco Ttee                                  --           --           --         8.07%            --
NGMG 401K Pl & Trust
700 17th Street, Ste 300
Denver, CO 80202-3531

MG Trustco Ttee                                  --           --           --        12.33%            --
Donald Wurtzel DDS PC EE
401K
700 17th Street, Ste 300
Denver, CO 80202-3531

Merrill Lynch Pierce Fenner & Smith              --           --        12.70%          --             --
FBO the Sole Benefit of
Customers
Attn: Fund Administration
4800 Deer Lake Dr. East,
2nd Fl.
Jacksonville, FL 32246-6484

NFS LLC FBO                                      --           --           --         9.51%            --
Nat'l Trust MGMT SVCS Ttee
Assurant ADC 2007 Bonus
FBO Adam Lammin
7957 Wellington Dr.
Warrenton, VA 20186-9723

Pershing LLC                                  12.35%       16.74%       15.60%          --          24.10%
1 Pershing Plz
Jersey City, NJ 07399-0001

(1) Owned of record and beneficially

F-15

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
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
Citigroup Global Market                          --           --        10.16%          --             --
House Account
Attn: Cindy Tempesta
333 West 34th St.,
7th Floor
New York, NY 10001-2402

FIIOC Agent                                      --           --           --           --          59.42%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987

Hartford Life Insurance Co.                      --           --           --         5.05%            --
Separate Account 401K
P. O. Box 2999
Hartford, CT 06104-2999

Merrill Lynch Pierce Fenner & Smith              --         5.51%       17.87%        5.36%            --
FBO The Sole Benefit of
Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246

Morgan Stanley DW                                --           --         6.26%          --             --
ATTN: Mutual Fund Operations
3 Harborside PL FL 6
Jersey City, NJ 07311-3907

Pershing LLC                                   5.48%       12.73%       10.52%          --             --
1 Pershing Plz
Jersey City, NJ 07399-0001

State Street Bank and Trust                      --           --           --           --          38.22%
Co. 401K as Ttee for
Pinnacle West
Capital Corporation Savings Plan
105 Rosemont Rd.
Westwood, MA 02090-2318

F-16

AIM MODERATE ALLOCATION FUND

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------

A I M Advisors, Inc.(1)                          --           --           --           --          85.29%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

AIM Omnibus Account for 529 Plan               5.75%          --           --           --             --
Moderate Allocation 529 Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

AIM Omnibus Account for 529 Plan              12.25%          --           --           --             --
4-6 Years to College Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

ANTSCAP Natl Trustco TTEE FBO                    --           --           --         9.51%            --
Frost Natl Bank FBO Super S
Foods Employees PS PL & Trust
PO Box 105779
Atlanta, GA 30348-5779

AMVESCAP Natl Trustco TTEE FBO                   --           --           --        10.81%            --
Smrt Inc 401k PS PL
PO Box 105779
Atlanta, GA 30348-5779

Merrill Lynch Pierce Fenner &                    --           --         9.01%          --             --
Smith FBO The Sole Benefit of
Customers
ATTN: Fund Administration
4800 Deer Lake Dr East 2nd Floor
Jacksonville, FL 32246-6484

Pershing LLC                                   7.49%        9.63%        7.97%          --             --
1 Pershing Plz
Jersey City, NJ 07399-0001

F-17

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
Raymond James & Assoc Inc                       --           --           --           --           14.71%
FBO Warthen IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

(1) Owned of record and beneficially

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
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------
AIM Advisors Inc(1)                              --          --           --            --         100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste. 1919
Houston, TX 77046-1103

AIM Omnibus Account for 529 Plan              33.80%         --           --            --             --
7-12 Years to College Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

AIM Omnibus Account for 529 Plan              12.99%         --           --            --             --
Moderate Growth Allocation
Fund 529 Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

Media Group Inc.                                 --          --           --          5.27%            --
401(K) Plan
David Heslin Trustee
2760 Peachtree Industrial Blvd.
Duluth, GA 30097-7910

F-18

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------

Merrill Lynch Pierce Fenner & Smith             --            --         6.79%          --            --
FBO The Sole Benefit of Customers
ATTN: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484

MG Trustco Cust FBO                             --            --           --         7.14%           --
Allred Metal Products Inc.
PS PL
700 17th St. Ste 300
Denver, CO 80202-3531

Pershing LLC                                    --          8.58%       11.65%          --            --
1 Pershing Plz
Jersey City, NJ 07399-0001

(1) Owned of record and beneficially

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
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------

A I M Advisors, Inc.(1)                          --          --           --          9.62%        100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

AIM Omnibus Account for 529 Plan              60.12%         --           --            --             --
1-3 Years to College Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

American Enterprise Investment Svcs              --          --           --         10.36%            --
P. O. Box 9446
Minneapolis, MN 55474-0001

F-19

                                              CLASS A      CLASS B      CLASS C      CLASS R    INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------

MG Trustco Cust FBO                             --            --           --         6.85%           --
FMG Inc. PSP
700 17th St. Ste 300
Denver, CO 80202-3531

MG Trustco Cust FBO                             --            --           --        12.16%           --
HB & Sons Auto Flatteners PSP
700 17th Street, Ste 300
Denver, CO 80202-3531

MG Trustco Ttee                                 --            --           --        11.25%           --
Integrated Design Inc. 401
(K) Pl
700 17th St. Ste 300
Denver, CO 80202-3531

Merrill Lynch Pierce Fenner & Smith             --            --         7.13%          --            --
FBO the Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484

Northern Radiological Assoc                     --            --           --        15.89%           --
Brenda Roy - Clark
49 2nd St. Presque Isle, NE 04769-2637

Persaud Electric PSP                            --            --           --         7.20%           --
Harry C. Persaud Ttee
144 Greenville Ave
Jersey City, NJ 07305-1824

Pershing LLC                                    --         13.16%        8.62%          --            --
1 Pershing Plz
Jersey City, NJ 07339-0001

(1) Owned of record and beneficially

F-20

AIM SMALL CAP GROWTH FUND

                                                                                                INSTITUTIONAL
                                              CLASS A      CLASS B      CLASS C      CLASS R        CLASS       INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES       SHARES(2)      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE      PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF        OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD          RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------   -------------
AIM Growth Allocation                           --           --           --            --             --           30.59%
Fund Omnibus Account
c/o AIM Advisors
11 E. Greenway Plz, Ste 100
Houston, TX 77046-1113

American United Life Group                      --           --           --          7.15%            --              --
Retirement Annuity
PO Box 398
Indianapolis, IN 46206-0398

AMVESCAP Natl Trust Co FBO                      --           --           --            --             --           12.94%
AMVESCAP 401(k) Plan
P.O. Box 105779
Atlanta, GA 30348-5779

AMVESCAP National Trust                         --           --           --            --             --            5.73%
Company FBO AMVESCAP Money
Purchase Plan
P.O. Box 105779
Atlanta, GA 30348-5779

Capitol Bank Inc. 401K Profit                   --           --           --          5.14%            --              --
Sharing Plan
c/o Plan Premier/Fascore LLC
8515 E. Orchard Rd. 2T2
Greenwood, Vlg, CO 80111-5002

Charles Schwab & Co. Inc.                       --           --           --            --          11.92%             --
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4151

Delaware Charter Guarantee & Trust              --           --           --            --           5.20%             --
FBO Principal Financial Group Omnib
US Qualified
711 High St.
Des Monies, IA 50392-0001

F-21

                                                                                                INSTITUTIONAL
                                              CLASS A      CLASS B      CLASS C      CLASS R        CLASS       INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES       SHARES(2)      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE      PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF        OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD          RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------   -------------
Fidelity Investments Institutional               --           --           --           --            --            21.96%
Operations Co (FIIOC) as Agent
FBO Certain Employee Benefit Plans
100 Magellan Way
Mail Location - KW1C
Covington, KY 41015-1999

FIIOC Agent                                      --           --           --           --          6.66%              --
Employee Benefit Plans
100 Megallan Way KW1C
Covington, KY 41015-1987

Hartford Life Insurance Co.                    5.37%          --           --           --            --               --
Separate Account 401K
P. O. Box 2999
Hartford, CT 06104-2999

HUBCO                                            --           --           --           --            --             8.00%
Regions Financial Corp
PO Box 830688
Birmingham, AL 35283-0688

John Hancock Life Insurance Company            9.30%          --           --           --            --               --
(U.S.A)
RPS Seg Funds & Accounting ET-7
601 Congress St.
Boston, MA 02210-2804

Merrill Lynch Pierce Fenner & Smith            6.26%        7.50%       25.40%        8.19%           --            12.05%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246

Nationwide Bank Trust                            --           --           --           --          5.55%              --
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029

Nationwide Life Insurance Co                     --           --           --           --          8.85%              --
QPVA
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029

F-22

                                                                                                INSTITUTIONAL
                                              CLASS A      CLASS B      CLASS C      CLASS R        CLASS       INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES       SHARES(2)      CLASS SHARES
                                            ----------   ----------   ----------   ----------   -------------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE      PERCENTAGE
                                             OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF        OWNED OF
NAME AND ADDRESS OF PRINCIPAL HOLDER          RECORD       RECORD       RECORD       RECORD         RECORD          RECORD
------------------------------------        ----------   ----------   ----------   ----------   -------------   -------------
Pershing LLC                                    --         12.25%        8.02%          --            --              --
1 Pershing Plz
Jersey City, NJ 07399-0001

Relistar Insurance Co of New York               --            --           --         8.70%           --              --
151 Farmington Ave
Hartford, CT 06156-0001

Wells Fargo Bank NA FBO                         --            --           --           --          7.35%             --
Tetro Tech Inc. Retplan
P. O. Box 1533 Minneapolis,
MN 55480-1533

MANAGEMENT OWNERSHIP

As of April 3, 2007, the trustees and officers as a group owned less than 1% of the shares outstanding of each class of any Fund.

F-23

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:

                                    2006                                  2005                                  2004
                    ------------------------------------  ------------------------------------  ------------------------------------
                     MANAGEMENT  MANAGEMENT      NET       MANAGEMENT  MANAGEMENT      NET       MANAGEMENT  MANAGEMENT      NET
                        FEE         FEE       MANAGEMENT       FEE         FEE      MANAGEMENT      FEE          FEE      MANAGEMENT
     FUND NAME        PAYABLE      WAIVERS     FEE PAID     PAYABLE      WAIVERS     FEE PAID     PAYABLE      WAIVERS     FEE PAID
------------------  -----------  ----------  -----------  -----------  ----------  -----------  -----------  ----------  -----------
AIM Basic Value
   Fund             $38,461,676  $3,101,708  $35,359,968  $44,072,447  $3,796,897  $40,275,550  $45,729,287   $531,221   $45,198,066

AIM Global Equity
   Fund               4,742,589     901,215    3,841,374    3,632,883     680,579    2,952,304    2,103,152      2,638     2,100,514

AIM Mid Cap Core
   Equity Fund       19,530,583     100,995   19,429,588   24,445,043     122,469   24,322,574   22,980,408    108,680    22,871,728

AIM Small Cap
   Growth Fund       11,548,201       5,988   11,542,213   11,156,240       6,710   11,149,530   13,134,333     26,987    13,107,346

G-1

APPENDIX H
PORTFOLIO MANAGERS
AS OF DECEMBER 31, 2006

PORTFOLIO MANAGER FUND HOLDINGS AND INFORMATION ON OTHER MANAGED ACCOUNTS

AIM's portfolio managers develop investment models which are used in connection with the management of certain AIM funds as well as other mutual funds for which AIM or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The following chart reflects the portfolio managers' investments in the Funds that they manage. The chart also reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) mutual funds, (ii) other pooled investment vehicles, and
(iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance ("performance-based fees"), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

The following table reflects information as of December 31, 2006:

                                                                      OTHER POOLED
                                        OTHER REGISTERED MUTUAL    INVESTMENT VEHICLES        OTHER ACCOUNTS
                                      FUNDS (ASSETS IN MILLIONS)  (ASSETS IN MILLIONS)   (ASSETS IN MILLIONS)(2)
                       DOLLAR RANGE   --------------------------  --------------------   -----------------------
                      OF INVESTMENTS     NUMBER OF                  NUMBER OF               NUMBER OF
 PORTFOLIO MANAGER   IN EACH FUND(1)      ACCOUNTS    ASSETS         ACCOUNTS  ASSETS        ACCOUNTS  ASSETS
-------------------  ---------------     ---------  ---------       ---------  ------       ---------  ------
                                               AIM BASIC VALUE FUND

R. Canon Coleman II    $500,001 -             7     $ 3,306.1             1    $  7.2         2460      $0.3
                       $1,000,000
Matthew W.             $500,001 -             6     $ 3,069.6             1    $  7.2         2460      $0.3
Seinsheimer            $1,000,000
Michael J. Simon     Over $1,000,000         10     $ 4,821.5             1    $  7.2         2460      $0.3
Bret W. Stanley      Over $1,000,000          7     $ 3,306.1             1    $  7.2         2460      $0.3

                                         AIM CONSERVATIVE ALLOCATION FUND

Gary Wendler              None                6     $ 1,524.3          None      None         None      None

                                              AIM GLOBAL EQUITY FUND

Derek S. Izuel          $10,001 -             4     $  686.4              6    $874.5         None      None
                         $50,000
Duy Nguyen            $1 - $10,000            4     $  686.4              6    $874.5         None      None


(1) This column reflects investments in a Fund's shares owned directly by a portfolio manager or beneficially owned by a portfolio manager (as determined in accordance with Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended). A portfolio manager is presumed to be a beneficial owner of securities that are held by his or her immediate family members sharing the same household.

(2) 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-1

                                                                      OTHER POOLED
                                        OTHER REGISTERED MUTUAL   INVESTMENT VEHICLES        OTHER ACCOUNTS
                                      FUNDS (ASSETS IN MILLIONS)  (ASSETS IN MILLIONS)  (ASSETS IN MILLIONS)(2)
                       DOLLAR RANGE   --------------------------  --------------------  -----------------------
                      OF INVESTMENTS     NUMBER OF                  NUMBER OF              NUMBER OF
 PORTFOLIO MANAGER   IN EACH FUND(1)      ACCOUNTS    ASSETS         ACCOUNTS  ASSETS       ACCOUNTS  ASSETS
-------------------  ---------------     ---------  ---------       ---------  ------      ---------  ------
                                            AIM GROWTH ALLOCATION FUND

Gary Wendler           $100,001 -             6     $ 1,170.4          None     None         None      None
                        $500,000

                                            AIM INCOME ALLOCATION FUND

Gary Wendler              None                6     $ 1,575.1          None     None         None      None

                                         AIM INTERNATIONAL ALLOCATION FUND

Gary Wendler              None                6     $ 1,420.4          None     None         None      None

                                           AIM MID CAP CORE EQUITY FUND

Doug Asiello(4)         $1-$10,000          None      None             None     None         None      None

Brian Nelson(4)           None              None      None             None     None         None      None

Ronald S. Sloan           None                4     $10,221.8             1     $9.7         6248      $0.4

                                           AIM MODERATE ALLOCATION FUND

Gary Wendler              None                6     $ 1,023.3          None     None         None      None

                                        AIM MODERATE GROWTH ALLOCATION FUND

Gary Wendler              None                6     $ 1,385.5          None     None         None      None

                                    AIM MODERATELY CONSERVATIVE ALLOCATION FUND

Gary Wendler              None                6     $ 1,573.2          None     None         None      None

                                             AIM SMALL CAP GROWTH FUND

Juliet S. Ellis        $100,001 -             6     $ 1,455.5          None     None         None      None
                        $500,000
Juan R. Hartsfield     $100,001 -             6     $ 1,455.5          None     None         None      None
                        $500,000


(4) Mr. Asiello and Mr. Nelson will begin serving as portfolio managers on AIM Mid Cap Core Equity Fund on May 1, 2007.

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.

H-2

- 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.

DESCRIPTION OF COMPENSATION STRUCTURE

AIM seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, an equity compensation opportunity, a benefits package, and a relocation package if such benefit is applicable. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. AIM evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager's compensation consists of the following five elements:

- BASE SALARY. Each portfolio manager is paid a base salary. In setting the base salary, AIM's intention is to be competitive in light of the particular portfolio manager's experience and responsibilities.

- ANNUAL BONUS. Each portfolio manager is eligible to receive an annual cash bonus which has quantitative and non-quantitative components. Generally, 70% of the bonus is quantitatively determined, based typically on a four-year rolling average of pre-tax performance of all registered investment company accounts for which a portfolio manager has day-to-day management responsibilities versus the performance of a pre-determined peer group. In instances where a portfolio manager has responsibility for management of more than one fund, an asset weighted four-year rolling average is used.

High fund performance (against applicable peer group) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor fund performance (versus applicable peer group) could result in no bonus. The amount of fund assets under management typically has an impact on the bonus potential (for example, managing more assets increases the bonus potential); however, this factor typically carries less weight than relative performance. The remaining 30% portion of the bonus is discretionary as determined by AIM and takes into account other subjective factors.

- EQUITY-BASED COMPENSATION. Portfolio managers may be awarded options to purchase common shares and/or granted restricted shares of AMVESCAP stock from pools determined from time to time by the Remuneration Committee of the AMVESCAP Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.

H-3

- 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.

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 performances (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-4

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             2006       2005       2004
        ---------           --------   --------   --------
AIM Basic Value Fund        $664,054   $689,950   $697,597
AIM Conservative
   Allocation Fund(1)         50,000   $ 50,000   $ 33,470
AIM Global Equity Fund       151,876   $117,562   $ 50,000
AIM Growth Allocation
   Fund(1)                   119,697   $ 50,000   $ 33,470
AIM Income Allocation
   Fund(2)                    50,000   $  8,493        N/A
AIM International
   Allocation Fund(2)         50,000   $  8,493        N/A
AIM Mid Cap Core Equity
   Fund                      565,612   $599,362   $592,602
AIM Moderate Allocation
   Fund(1)                   156,370   $107,288   $ 33,470
AIM Moderate Growth
   Allocation Fund(3)         50,000   $ 33,836        N/A
AIM Moderately
   Conservative Allocation
   Fund(3)                    50,000   $ 33,835        N/A
AIM Small Cap Growth Fund    413,252   $398,125   $437,687


(1) Commenced operations on April 30, 2004.

(2) Commenced operations on October 31, 2005.

(3) Commenced operations on April 29, 2005.

I-1

APPENDIX J

BROKERAGE COMMISSIONS

Set forth below are brokerage commissions((1)) paid by each of the Funds listed below during the last three fiscal years or period ended December
31. Unless otherwise indicated, the amount of brokerage commissions paid by a Fund may change from year to year because of, among other things, changing asset levels, shareholder activity, and/or portfolio turnover.

                       FUND                            2006         2005         2004
                       ----                         ----------   ----------   ----------
AIM Basic Value Fund                                $2,749,607   $2,888,348   $2,061,261
AIM Conservative Allocation Fund(2, 3)                     N/A          N/A          N/A
AIM Global Equity Fund                               1,284,079      629,079      466,738
AIM Growth Allocation Fund(2, 3)                           N/A          N/A          N/A
AIM Income Allocation Fund(3, 4)                           N/A          N/A          N/A
AIM International Allocation Fund(3, 4)                    N/A          N/A          N/A
AIM Mid Cap Core Equity Fund                         4,836,288    5,210,807    4,624,704
AIM Moderate Allocation Fund(2, 5)                         N/A          N/A          N/A
AIM Moderate Growth Allocation Fund(3, 5)                  N/A          N/A          N/A
AIM Moderately Conservative Allocation Fund(3, 5)          N/A          N/A          N/A
AIM Small Cap Growth Fund(6)                         2,140,626    2,246,672    4,324,262

(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) This fund is a fund of funds, and therefore does not allow transactions for brokerage commissions. 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.

(4) Commenced operations on October 31, 2005.

(5) Commenced operations on April 29, 2005.

(6) The variation in brokerage commissions paid by AIM Small Cap Growth Fund for the fiscal year ended December 31, 2006, as compared to the fiscal year ended December 31, 2004 was due to increased portfolio turnover as a new management team took over the portfolio on September 8, 2004, and began to transition the portfolio to holdings consistent with their investment philosophy and process. The variation in brokerage commissions paid for the fiscal year ended December 31, 2006 as compared to the fiscal year ended December 31, 2005 was due to decreased portfolio turnover consistent with the new management team's lower turnover strategy.

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, 2006, each Fund allocated the following amount of transactions to broker-dealers that provided AIM with certain research, statistics and other information:

                                                                     Related
                                                                     Brokerage
                      Fund                       Transactions(1)   Commissions(1)
                      ----                       ---------------   --------------
AIM Basic Value Fund                              $2,290,763,976     $2,348,327
AIM Conservative Allocation Fund(2)                          N/A            N/A
AIM Global Equity Fund                            $1,553,005,815     $1,256,992
AIM Growth Allocation Fund(2)                                N/A            N/A
AIM Income Allocation Fund(2)                                N/A            N/A
AIM International Allocation Fund(2)                         N/A            N/A
AIM Mid Cap Core Equity Fund                      $2,776,558,637     $4,641,169
AIM Moderate Allocation Fund(2)                              N/A            N/A
AIM Moderate Growth Allocation Fund(2)                       N/A            N/A
AIM Moderately Conservative Allocation Fund(2)               N/A            N/A
AIM Small Cap Growth Fund                         $  863,206,674     $2,842,623

During the last fiscal year ended December 31, 2006, 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, 2006)
------                         ------------   -------------------------
AIM Basic Value Fund
   Citigroup Inc.              Common Stock          $160,075,729
   J.P. Morgan Chase & Co.     Common Stock           216,681,576
   Merrill Lynch & Co., Inc.   Common Stock           150,627,607
   Morgan Stanley              Common Stock           146,056,594

AIM Global Equity Fund
   JP Morgan Chase & Co.       Common Stock          $  6,006,781

(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.

K-1

APPENDIX L

CERTAIN FINANCIAL ADVISORS THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS

1st Global Capital Corporation
A G Edwards & Sons, Inc.
ADP Broker Dealer, Inc.
Advantage Capital Corporation
American General Securities, Inc.
American Skandia Life Assurance Corporation American United Life Insurance Company
Ameriprise Financial Services, Inc.
APS Financial
Associated Securities Corporation
AXA Advisors, LLC
Bank of New York
Bank of Oklahoma N.A.
BBVA Investments
Bear Stearns Securities Co
Brown Brothers Harriman
Cadaret Grant & Company, Inc.
Cambridge Investment Research, Inc.
Cantella
Cantor Fitzgerald
Centennial Bank
Charles Schwab & Company, Inc.
Chase Investment Services Corporation
Chicago Mercantile Exchange
Citigroup
CitiCorp Investment Services
Citigroup Global Markets, Inc.
Citistreet Equities LLC
Comerica Bank
Commonwealth Financial Network
Compass Brokerage, Inc.
Contemporary Financial Solutions, Inc.
Credit Suisse
CUNA Brokerage Services, Inc.
CUSO Financial Services, Inc.
Equity Services, Inc.
Fidelity Brokerage Services, LLC
Fidelity Institutional Operations Company, Inc. Fifth Third Bank
Financial Network Investment Corporation Fiserv
Frost Brokerage Services, Inc.
Frost National Bank
FSC Securities Corporation
Fund Services Advisors
Goldman Sachs
Great West Life & Annuity Company
Guaranty Bank & Trust
Guardian Insurance & Annuity Company, Inc. GunnAllen Finanical
Harris Nesbitt Burns
H. D. Vest Investment Securities, Inc.
Hilliard Lyons, Inc.
Hornor Townsend & Kent, Inc.
Huntington
ING Financial Partners, Inc.
ING USA Annuity and Life Insurance Company Intersecurities, Inc.
INVEST Financial Corporation, Inc.
Investment Centers of America, Inc.
Jefferson Pilot Securities Corporation
JM Lummis Securities
JP Morgan Chase
LaSalle
Lincoln Financial Advisors Corporation
Lincoln Investment Planning, Inc.
Linsco/Private Ledger Corporation
M & I Trust
M & T Securities, Inc.
M M L Investors Services, Inc.
Matrix
McDonald Investments, Inc.
Mellon Financial
Merrill Lynch & Company, Inc.
Merrill Lynch Life Insurance Company
Metlife Securities, Inc.
Meyer Financial Group
Money Concepts Capital Corporation
Morgan Keegan & Company, Inc.
Morgan Stanley
Morgan Stanley DW Inc.
Multi-Financial Securities Corporation
Mutual Service Corporation
N F P Securities, Inc.
NatCity Investments, Inc.
National Planning Corporation
Nationwide Investment Services Corporation New England Securities Corporation
Next Financial Group, Inc.
Northwestern Mutual Investment Services
NYLIFE Distributors, LLC
Oppenheimer & Company, Inc.
Pershing LLC
PFS Investments, Inc.
Piper Jaffray & Company
PNC Capital Markets
Primevest Financial Services, Inc.
Proequities, Inc.
R B C Centura Securities, Inc.
R B C Dain Rauscher, Inc.
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
Ross Sinclair and Associates
Royal Alliance Associates, Inc.
SCF Securities
S I I Investments, Inc.
Securities America, Inc.
Sentra Securities Corporation
Signator Investors, Inc.
Simmons 1st Investment Group
Spelman & Company, Inc.

State Farm VP Management Corp
State Street Bank & Trust Company
SunAmerica Securities, Inc.
SunGard Institutional Brokerage, Inc.
Sungard Investment Products, Inc.
SunTrust Bank, Central Florida, N.A.
SunTrust Robinson Humphrey
SWS Financial Services
The (Wilson) William Financial
Tower Square Securities, Inc.
Transamerica Financial Advisors, Inc.
Transamerica Life Insurance & Annuity Company Trust Management Network
U.S. Bancorp Investments, Inc.
UBS Financial Services Inc.
Union Bank of California
United Planner Financial Service
USAllianz Securities, Inc.
US Bank
UVEST Financial Services, Inc.
V S R Financial Services, Inc.
VALIC Financial Advisors, Inc.
vFinance Investments
Wachovia Capital Markets LLC
Wachovia Securities, LLC
Walnut Street Securities, Inc.
Waterstone Financial Group, Inc.
Wells Fargo Investments, LLC
Woodbury Financial Services, Inc.
X C U Capital Corporation, Inc.
Zions Bank

L-1

APPENDIX M

AMOUNTS PAID TO A I M DISTRIBUTORS, INC. PURSUANT TO DISTRIBUTION PLANS

A list of amounts paid by each class of shares to AIM Distributors pursuant to the Plans for the fiscal year ended December 31, 2006 follows:

                                                CLASS A      CLASS B       CLASS C     CLASS R
FUND                                            SHARES       SHARES        SHARES      SHARES
----                                          ----------   -----------   ----------   --------
AIM Basic Value Fund                          $8,567,478   $15,332,699   $5,306,194   $198,866
AIM Conservative Allocation Fund                  99,561       194,853      163,925     19,565
AIM Global Equity Fund                           743,810       985,970      381,663        442
AIM Growth Allocation Fund                       474,393       904,153      585,077     38,473
AIM Income Allocation Fund                        24,634        27,044       39,026        388
AIM International Allocation Fund                151,709       113,906      192,895      2,472
AIM Mid Cap Core Equity Fund                   4,826,287     5,458,900    2,509,200    412,603
AIM Moderate Allocation Fund                     652,913     1,335,168      980,688     65,288
AIM Moderate Growth Allocation Fund              199,816       353,514      264,057      6,659
AIM Moderately Conservative Allocation Fund       39,946        60,951       57,597      1,536
AIM Small Cap Growth Fund                      2,832,611     1,111,668      317,269    120,848

M-1

APPENDIX N

ALLOCATION OF ACTUAL FEES PAID PURSUANT TO DISTRIBUTION PLANS

An estimate by category of the allocation of actual fees paid by Class A shares of the Funds during the fiscal year ended December 31, 2006 follows:

                                                                                                             TRAVEL
                                                    PRINTING &              UNDERWRITERS      DEALERS     RELATING TO
                                      ADVERTISING     MAILING    SEMINARS   COMPENSATION   COMPENSATION    MARKETING    PERSONNEL
                                      -----------   ----------   --------   ------------   ------------   -----------   ---------
AIM Basic Value Fund                       $0           $0          $0           $0         $8,567,478         $0           $0
AIM Conservative Allocation Fund            0            0           0            0             99,561          0            0
AIM Global Equity Fund                      0            0           0            0            743,810          0            0
AIM Growth Allocation Fund                  0            0           0            0            474,393          0            0
AIM Income Allocation Fund                  0            0           0            0             24,634          0            0
AIM International Allocation Fund           0            0           0            0            151,709          0            0
AIM Mid Cap Core Equity Fund                0            0           0            0          4,826,287          0            0
AIM Moderate Allocation Fund                0            0           0            0            652,913          0            0
AIM Moderate Growth Allocation Fund         0            0           0            0            199,816          0            0
AIM Moderately Conservative
   Allocation Fund                          0            0           0            0             39,946          0            0
AIM Small Cap Growth Fund                   0            0           0            0          2,832,611          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, 2006 follows:

                                                                                                             TRAVEL
                                                    PRINTING &              UNDERWRITERS      DEALERS     RELATING TO
                                      ADVERTISING     MAILING    SEMINARS   COMPENSATION   COMPENSATION    MARKETING    PERSONNEL
                                      -----------   ----------   --------   ------------   ------------   -----------   ---------
AIM Basic Value Fund                    $27,968       $3,907      $14,564    $11,499,525    $3,587,239       $8,518      $190,978
AIM Conservative Allocation Fund              0            0            0        146,140        42,114            0         6,599
AIM Global Equity Fund                    2,640          381        1,208        739,477       225,048          906        16,310
AIM Growth Allocation Fund                4,303          635        2,469        678,115       188,297        1,058        29,276
AIM Income Allocation Fund                    0            0            0         20,283         4,943            0         1,818
AIM International Allocation Fund           592           58          324         85,429        19,069            0         8,434
AIM Mid Cap Core Equity Fund              8,298        1,148        4,487      4,094,175     1,290,570        2,598        57,624
AIM Moderate Allocation Fund              4,974          756        2,674      1,001,376       287,186        1,528        36,674
AIM Moderate Growth Allocation Fund       1,772          242        1,343        265,136        70,925          671        13,426
AIM Moderately Conservative
   Allocation Fund                            0            0            0         45,713        12,439            0         2,799
AIM Small Cap Growth Fund                 1,776          242          897        833,751       263,119          673        11,210

N-1

An estimate by category of the allocation of actual fees paid by Class C shares of the Funds during the fiscal year ended December 31, 2006 follows:

                                                                                                             TRAVEL
                                                    PRINTING &              UNDERWRITERS      DEALERS     RELATING TO
                                      ADVERTISING     MAILING    SEMINARS   COMPENSATION   COMPENSATION    MARKETING    PERSONNEL
                                      -----------   ----------   --------   ------------   ------------   -----------   ---------
AIM Basic Value Fund                    $11,171       $1,578      $5,843      $392,032      $4,816,154       $3,453      $75,963
AIM Conservative Allocation Fund              0            0         494        45,863         107,212            0       10,356
AIM Global Equity Fund                    2,396          327       1,361        81,680         279,110          908       15,882
AIM Growth Allocation Fund                5,281          768       2,846       188,909         348,851        1,779       36,643
AIM Income Allocation Fund                  134           30         329        21,737          12,020          165        4,611
AIM International Allocation Fund         3,068          452       1,257       107,829          58,171        1,005       21,113
AIM Mid Cap Core Equity Fund              4,790          670       2,233       170,465       2,296,304        1,489       33,249
AIM Moderate Allocation Fund              7,368        1,031       3,817       266,837         647,428        2,290       51,917
AIM Moderate Growth Allocation Fund       2,827          426       1,478       104,666         133,372          887       20,401
AIM Moderately Conservative
   Allocation Fund                            0            0           0        26,060          25,614            0        5,923
AIM Small Cap Growth Fund                   167           37         406        23,738         287,849            0        5,072

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, 2006 follows:

                                                                                                             TRAVEL
                                                    PRINTING &              UNDERWRITERS      DEALERS     RELATING TO
                                      ADVERTISING     MAILING    SEMINARS   COMPENSATION   COMPENSATION    MARKETING    PERSONNEL
                                      -----------   ----------   --------   ------------   ------------   -----------   ---------
AIM Basic Value Fund                     $  927        $131        $469        $13,536       $177,178         $323       $ 6,302
AIM Conservative Allocation Fund            144          20          73          2,602         15,698           49           979
AIM Global Equity Fund                        8           1           5            218            152            1            58
AIM Growth Allocation Fund                  537          76         278          7,215         26,450          173         3,744
AIM Income Allocation Fund                   11           1           5            193            115            1            62
AIM International Allocation Fund            61           8          32          1,090            854           18           409
AIM Mid Cap Core Equity Fund              1,652         231         858         27,630        370,341          513        11,378
AIM Moderate Allocation Fund                557          78         289         12,759         47,591          172         3,842
AIM Moderate Growth Allocation Fund          79          12          43          2,351          3,561           30           580
AIM Moderately Conservative
   Allocation Fund                           19           3          11            620            733            7           142
AIM Small Cap Growth Fund                   619          85         322         10,158        105,349          164         4,151

N-2

An estimate by category of the allocation of actual fees paid by Investor Class shares of the Fund during the fiscal year ended December 31, 2006 follows:

                                                                                                             TRAVEL
                                                    PRINTING &              UNDERWRITERS      DEALERS     RELATING TO
                                      ADVERTISING     MAILING    SEMINARS   COMPENSATION   COMPENSATION    MARKETING    PERSONNEL
                                      -----------   ----------   --------   ------------   ------------   -----------   ---------
AIM Small Cap Growth Fund(1)            $11,459       $1,543      $5,911         $0          $428,065       $77,723       $3,251

(1) Commenced operations on April 7, 2006.

N-3

APPENDIX O

TOTAL SALES CHARGES

The following chart reflects the total sales charges paid in connection with the sale of Class A shares of each Fund and the amount retained by AIM Distributors for the last three fiscal years ending December 31:

                                     2006                    2005                    2004
                            ---------------------   ---------------------   ----------------------
                               SALES      AMOUNT       SALES      AMOUNT       SALES       AMOUNT
                              CHARGES    RETAINED     CHARGES    RETAINED     CHARGES     RETAINED
                            ----------   --------   ----------   --------   -----------   --------
AIM Basic Value Fund        $2,158,744   $356,252   $2,926,893   $473,635   $53,813,011   $868,069
AIM Conservative
   Allocation Fund(1)          301,445     51,197      531,858     91,453       352,399     59,963
AIM Global Equity Fund         477,533     77,945      624,393    108,917       337,797     62,651
AIM Growth Allocation
   Fund(1)                   2,256,233    355,929    1,751,687    270,029       586,285     97,170
AIM Income Allocation
   Fund(2)                     278,524     48,616       28,454      4,367           N/A        N/A
AIM International
Allocation Fund(2)           1,327,055    212,440       71,501     10,738           N/A        N/A
AIM Mid Cap Core Equity
   Fund                        611,974    103,315      912,584    161,061     2,088,488    342,343
AIM Moderate Allocation
   Fund(1)                   2,135,581    349,920    2,641,844    425,681     1,256,804    203,518
AIM Moderate Growth
   Allocation Fund(3)        1,683,766    276,649      546,062     89,100           N/A        N/A
AIM Moderately
   Conservative
   Allocation Fund(3)          259,135     44,097      196,329     34,918           N/A        N/A
AIM Small Cap Growth Fund      137,972     25,780      148,280     24,904       239,932     41,724

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:

                                                   2006       2005       2004
                                                 --------   --------   --------
AIM Basic Value Fund                             $659,613   $546,075   $357,488
AIM Conservative Allocation Fund(1)                45,153     28,979      8,521
AIM Global Equity Fund                             64,321     51,210     12,946
AIM Growth Allocation Fund(1)                      89,305     41,548      4,475
AIM Income Allocation Fund(2)                       6,865        N/A        N/A
AIM International Allocation Fund(2)               15,649        N/A        N/A
AIM Mid Cap Core Equity Fund                      235,324    201,631    135,158
AIM Moderate Allocation Fund(1)                   151,367     84,059      7,550
AIM Moderate Growth Allocation Fund(3)             28,984        577        N/A
AIM Moderately Conservative Allocation Fund(3)      7,463        267        N/A
AIM Small Cap Growth Fund                          40,006     31,352     24,656

(1) Commenced operations on April 30, 2004.

(2) Commenced operations on October 31, 2005.

(3) Commenced operations on April 29, 2005.

O-1

APPENDIX P-1
PENDING LITIGATION ALLEGING MARKET TIMING

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more AIM Funds, IFG, AIM, AIM Management, AMVESCAP, certain related entities, certain of their current and former officers and/or certain unrelated third parties and are based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits either have been served or have had service of process waived (with the exception of the Sayegh lawsuit discussed below).

RICHARD LEPERA, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., INVESCO BOND FUNDS, INC., INVESCO SECTOR FUNDS, INC. AND DOE
DEFENDANTS 1-100, in the District Court, City and County of Denver, Colorado, (Civil Action No. 03-CV-7600), filed on October 2, 2003. This claim alleges: common law breach of fiduciary duty; common law breach of contract; and common law tortious interference with contract. The plaintiff in this case is seeking: compensatory and punitive damages; injunctive relief; disgorgement of revenues and profits; and costs and expenses, including counsel fees and expert fees.

MIKE SAYEGH, ON BEHALF OF THE GENERAL PUBLIC, V. JANUS CAPITAL CORPORATION, JANUS CAPITAL MANAGEMENT LLC, JANUS INVESTMENT FUND, EDWARD J. STERN, CANARY CAPITAL PARTNERS LLC, CANARY INVESTMENT MANAGEMENT LLC, CANARY CAPITAL PARTNERS LTD., KAPLAN & CO. SECURITIES

INC., BANK ONE CORPORATION, BANC ONE INVESTMENT ADVISORS, THE ONE GROUP MUTUAL FUNDS, BANK OF AMERICA CORPORATION, BANC OF AMERICA CAPITAL MANAGEMENT LLC, BANC OF AMERICA ADVISORS LLC, NATIONS FUND INC., ROBERT H. GORDON, THEODORE H. SIHPOL III, CHARLES D. BRYCELAND, SECURITY TRUST COMPANY, STRONG CAPITAL MANAGEMENT INC., JB OXFORD & COMPANY, ALLIANCE CAPITAL MANAGEMENT HOLDING L.P., ALLIANCE CAPITAL MANAGEMENT L.P., ALLIANCE CAPITAL MANAGEMENT CORPORATION, AXA FINANCIAL INC., ALLIANCEBERNSTEIN REGISTRANTS, GERALD MALONE, CHARLES SCHAFFRAN, MARSH & MCLENNAN COMPANIES, INC., PUTNAM INVESTMENTS TRUST, PUTNAM INVESTMENT MANAGEMENT LLC, PUTNAM INVESTMENT FUNDS, AND DOES
1-500, in the Superior Court of the State of California, County of Los Angeles (Case No. BC304655), filed on October 22, 2003 and amended on December 17, 2003 to substitute INVESCO Funds Group, Inc. and Raymond R. Cunningham for unnamed Doe defendants. This claim alleges unfair business practices and violations of Sections 17200 and 17203 of the California Business and Professions Code. The plaintiff in this case is seeking: injunctive relief; restitution, including pre-judgment interest; an accounting to determine the amount to be returned by the defendants and the amount to be refunded to the public; the creation of an administrative process whereby injured customers of the defendants receive their losses; and counsel fees.

RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY FUND, V. WILLIAM P. CARMICHAEL, WILLIAM H. GRIGG, THOMAS F. KELLER, CARL E. MUNDY, JR., CORNELIUS J. PINGS, A. MAX WALKER, CHARLES B. WALKER, EDMUND L. BENSON, III, ROBERT H. GORDON, JAMES B. SOMMERS, THOMAS S. WORD, JR., EDWARD D. BEDARD, GERALD MURPHY, ROBERT B.

CARROLL, INVESCO GLOBAL ASSET MANAGEMENT, PUTNAM INVESTMENT MANAGEMENT, BANK OF AMERICA CORPORATION, MARSICO CAPITAL MANAGEMENT, LLC, BANC OF AMERICA ADVISORS, LLC, BANC OF AMERICA CAPITAL
MANAGEMENT, LLC, AND NATIONS FUNDS TRUST, in the Superior Court Division, State of North Carolina (Civil Action No. 03-CVS-19622), filed on November 14, 2003.

P-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

P-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.

P-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.

ANNE G. PERENTESIS (WIDOW) V. AIM INVESTMENTS, ET AL (INVESCO FUNDS
GROUP, INC.), in the District Court of Maryland for Baltimore County (Case No. 080400228152005), filed on July 21, 2005. This claim alleges financial losses, mental anguish and emotional distress as a result of unlawful market timing and related activity by the defendants. The plaintiff in this case is seeking damages and costs and expenses.

Pursuant to an Order of the MDL Court, plaintiffs in the above lawsuits (with the exception of Carl E. Vonder Haar, et al. v. INVESCO Funds Group, Inc. et al. and Mike Sayegh v. Janus Capital Corporation, et al.) consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties: (i) a Consolidated Amended Class Action Complaint purportedly brought on behalf of shareholders of the AIM Funds (the Lepera lawsuit discussed below); (ii) a Consolidated Amended Fund Derivative Complaint purportedly brought on behalf of the AIM Funds and fund registrants (the Essenmacher lawsuit discussed below); and (iii) an Amended Class Action Complaint for Violations of the Employee Retirement Income Securities Act ("ERISA") purportedly brought on behalf of participants in AMVESCAP's 401(k) plan (the Calderon lawsuit discussed below). The plaintiffs in the Vonder Haar and Sayegh lawsuits continue to seek remand of their lawsuits to state court. Set forth below is detailed information about these three amended complaints.

RICHARD LEPERA, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED (LEAD PLAINTIFF: CITY OF CHICAGO DEFERRED COMPENSATION PLAN), V. INVESCO FUNDS GROUP, INC., AMVESCAP, PLC, AIM INVESTMENTS, AIM ADVISORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS

MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM 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.

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BRUGMAN, MARK WILLIAMSON, EDWARD J. STERN, CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., RYAN GOLDBERG, MICHAEL GRADY, CITIGROUP, INC., CITIGROUP GLOBAL MARKETS HOLDINGS, INC., SALOMON SMITH BARNEY, INC., MORGAN STANLEY DW, ANNA BRUGMAN, ANB CONSULTING, LLC, KAPLAN & CO. SECURITIES INC., SECURITY TRUST COMPANY, N.A., GRANT D. SEEGER, JB OXFORD HOLDINGS, INC., NATIONAL CLEARING CORPORATION, JAMES G. LEWIS, KRAIG L. KIBBLE, JAMES Y. LIN, BANK OF AMERICA CORPORATION, BANC OF AMERICA SECURITIES LLC, THEODORE C. SIHPOL, III, BEAR STEARNS & CO., INC., BEAR STEARNS SECURITIES CORP., CHARLES SCHWAB & CO., CREDIT SUISSE FIRST BOSTON (USA) INC., PRUDENTIAL FINANCIAL, INC., PRUDENTIAL SECURITIES, INC., CANADIAN IMPERIAL BANK OF COMMERCE, JP MORGAN CHASE AND CO., AND JOHN
DOE DEFENDANTS 1-100, in the MDL Court (Case No. 04-MD-15864; No. 04-CV-00814-JFM) (originally in the United States District Court for the District of Colorado), filed on September 29, 2004. This lawsuit alleges violations of Sections 11, 12(a) (2), and 15 of the Securities Act; Section 10(b) of the Exchange Act and Rule 10b-5 promulgated thereunder; Section 20(a) of the Exchange Act; Sections 34(b), 36(a), 36(b) and 48(a) of the Investment Company Act; breach of fiduciary duty/constructive fraud; aiding and abetting breach of fiduciary duty; and unjust enrichment. The plaintiffs in this lawsuit are seeking:
compensatory damages, including interest; and other costs and expenses, including counsel and expert fees.

CYNTHIA ESSENMACHER, SILVANA G. DELLA CAMERA, FELICIA BERNSTEIN AS CUSTODIAN FOR DANIELLE BROOKE BERNSTEIN, EDWARD CASEY, TINA CASEY, SIMON DENENBERG, GEORGE L. GORSUCH, PAT B. GORSUCH, L. SCOTT KARLIN, HENRY KRAMER, JOHN E. MORRISEY, HARRY SCHIPPER, BERTY KREISLER, GERSON SMITH, CYNTHIA PULEO, ZACHARY ALAN STARR, JOSHUA GUTTMAN, AND AMY SUGIN, DERIVATIVELY ON BEHALF OF THE MUTUAL FUNDS, TRUSTS AND CORPORATIONS COMPRISING THE INVESCO AND AIM FAMILY OF MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., INVESCO DISTRIBUTORS, INC., INVESCO INSTITUTIONAL (N.A.), INC., INVESCO ASSETS MANAGEMENT LIMITED, INVESCO GLOBAL ASSETS MANAGEMENT (N.A.), AIM MANAGEMENT GROUP, INC., AIM ADVISERS, INC., AIM INVESTMENT SERVICES, INC., AIM DISTRIBUTORS, INC., FUND MANAGEMENT COMPANY, MARK H. WILLIAMSON, RAYMOND R. CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE, MICHAEL LEGOSKI, MICHAEL BRUGMAN, FRED A. DEERING, VICTOR L. ANDREWS, BOB R. BAKER, LAWRENCE H. BUDNER, JAMES T. BUNCH, GERALD J. LEWIS, JOHN W. MCINTYRE, LARRY SOLL, RONALD L. GROOMS, WILLIAM J. GALVIN, JR., ROBERT H. GRAHAM, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JACK M. FIELDS, CARL FRISCHILING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, LOUIS S. SKLAR, OWEN DALY II, AURUM SECURITIES CORP., AURUM CAPITAL MANAGEMENT CORP., GOLDEN GATE FINANCIAL GROUP, LLC, BANK OF AMERICA CORP., BANC OF AMERICA SECURITIES LLC, BANK OF AMERICA, N.A., BEAR STEARNS & CO., INC., CANARY CAPITAL PARTNERS, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY INVESTMENT MANAGEMENT, LLC, EDWARD J. STERN, CANADIAN IMPERIAL BANK OF COMMERCE, CIRCLE TRUST COMPANY, RYAN GOLDBERG, MICHAEL GRADY, KAPLAN & CO. SECURITIES, INC., JP MORGAN CHASE & CO., OPPENHEIMER & CO., INC., PRITCHARD CAPITAL PARTNERS LLC, TIJA MANAGEMENT, TRAUTMAN WASSERMAN & COMPANY, INC., DEFENDANTS, AND THE INVESCO FUNDS AND THE AIM FUNDS AND ALL TRUSTS AND 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

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36(a), 36(b) and 47 of the Investment Company Act; control person liability under Section 48 of the Investment Company Act; breach of fiduciary duty; aiding and abetting breach of fiduciary duty; breach of contract; unjust enrichment; interference with contract; and civil conspiracy. The plaintiffs in this lawsuit are seeking: removal of director defendants; removal of adviser, sub-adviser and distributor defendants; rescission of management and other contracts between the Funds and defendants; rescission of 12b-1 plans; disgorgement of management fees and other compensation/profits paid to adviser defendants; compensatory and punitive damages; and fees and expenses, including attorney and expert fees.

MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, INVESCO FUNDS GROUP, INC., AMVESCAP, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, AND RAYMOND R.
CUNNINGHAM, in the MDL Court (Case No. 1:04-MD-15864-FPS), filed on September 29, 2004. This lawsuit alleges violations of ERISA Sections 404, 405 and 406. The plaintiffs in this lawsuit are seeking:
declaratory judgment; restoration of losses suffered by the plan; disgorgement of profits; imposition of a constructive trust; injunctive relief; compensatory damages; costs and attorneys' fees; and equitable restitution.

On March 1, 2006, the MDL Court entered orders on Defendants' Motions to dismiss in the derivative (Essenmacher) and class action (Lepera) lawsuits. The MDL Court dismissed all derivative causes of action in the Essenmacher lawsuit but two: (i) the excessive fee claim under Section 36(b) of the Investment Company Act of 1940 (the "1940 Act"); and (ii) the "control person liability" claim under Section 48 of the 1940 Act. The MDL Court dismissed all claims asserted in the Lepera class action lawsuit but three: (i) the securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934; (ii) the excessive fee claim under Section 36(b) of the 1940 Act (which survived only insofar as plaintiffs seek recovery of fees associated with the assets involved in market timing); and (iii) the "control person liability" claim under Section 48 of the 1940 Act. On June 14, 2006, the MDL Court entered an order dismissing the Section 48 claim in the derivative (Essenmacher) lawsuit. Based on the MDL Court's March 1, 2006 and June 14, 2006 orders, all claims asserted against the Funds that have been transferred to the MDL Court have been dismissed, although certain Funds remain nominal defendants in the derivative (Essenmacher) lawsuit. Defendants filed their Original Answer in the class action (Lepera) lawsuit on March 31, 2006. The MDL Court has indefinitely deferred Defendants' obligation to answer the derivative (Essenmacher) lawsuit. The Plaintiffs in the class action (Lepera) lawsuit stipulated that their claims against AIM, ADI and AIM Investment Services, Inc. ("AIS") are based solely on successor liability for alleged timing in the AIM Funds formerly advised by IFG and that they are not making any claims based on alleged timing in the other AIM Funds. Based upon this stipulation, AIM withdrew its pending Motion to Dismiss the claims against AIM, ADI and AIS.

On September 15, 2006, Judge Motz for the MDL Court granted the AMVESCAP Defendants' motion to dismiss the ERISA (Calderon) lawsuit and dismissed such lawsuit. The Plaintiff has commenced an appeal from Judge Motz's decision.

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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.

T.K. PARTHASARATHY, EDMUND WOODBURY, STUART ALLEN SMITH AND SHARON SMITH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. T. ROWE PRICE INTERNATIONAL FUNDS, INC., T. ROWE PRICE INTERNATIONAL, INC., ARTISAN FUNDS, INC., ARTISAN PARTNERS LIMITED PARTNERSHIP, AIM INTERNATIONAL FUNDS, INC. AND AIM ADVISORS, INC., in the Third
Judicial Circuit Court for Madison County, Illinois (Case No. 2003-L-001253), filed on September 23, 2003. This claim alleges:
common law breach of duty and common law negligence and gross negligence. The plaintiffs in these cases are seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. The Third Judicial Circuit Court for Madison County, Illinois has issued an order severing the claims of plaintiff Parthasarathy from the claims of the other plaintiffs against AIM and other defendants. As a result, AIM is a defendant in the following severed action: EDMUND WOODBURY, STUART ALLEN SMITH and SHARON SMITH, Individually and On Behalf of All Others Similarly Situated, v. AIM INTERNATIONAL FUNDS, INC., ET AL., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 03-L-1253A). The claims made by Plaintiffs and the relief sought in the Woodbury lawsuit are identical to those in the Parthasarathy lawsuit. Based on a recent Federal appellate court decision (the "Kircher" case), AIM and the other defendants in the Woodbury lawsuit removed the action to Federal District Court (U.S. District Court, Southern District of Illinois, Cause No. 05-CV-302-DRH) on April 22, 2005. On June 10, 2005, the Court dismissed the Woodbury lawsuit based upon the Kircher ruling and ordered the court clerk to close this case. On August 27, 2005, Plaintiffs filed their Notice of Appeal. On September 2, 2005, the Federal Appellate Court consolidated the nine cases on this subject matter, including the case against AIM. AIM has submitted a statement to the Federal Appellate Court asserting that the U.S. Supreme Court's holding in the Dabit case mandates the dismissal of the Plaintiffs' appeals. The appeals were vacated and the suit remanded back to Illinois state court. The Defendants removed the suit to Federal District Court and the parties are contesting whether the proper venue for this action is the Federal District Court or the Illinois state court. On December 29, 2006, the Defendants filed a Motion to Dismiss.

JOHN BILSKI, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM INTERNATIONAL FUNDS, INC., AIM ADVISORS, INC., INVESCO INTERNATIONAL FUNDS, INC., INVESCO FUNDS GROUP, INC., T. ROWE PRICE INTERNATIONAL FUNDS, INC. AND T. ROWE PRICE INTERNATIONAL, INC.,
in the United States District Court, Southern District of Illinois (East St. Louis) (Case No. 03-772), filed on November 19, 2003. This claim alleges: violations of Sections 36(a) and 36(b) of the Investment Company Act of 1940; common law breach of duty; and common law negligence and gross negligence. The plaintiff in this case is seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. This lawsuit has been transferred to the MDL Court by order of the United States District Court, Southern District of Illinois (East St. Louis).

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APPENDIX P-3
PENDING LITIGATION ALLEGING IMPROPER MUTUAL FUND SALES PRACTICES
AND DIRECTED-BROKERAGE ARRANGEMENTS

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of AIM Management, IFG, AIM, AIS and/or certain of the trustees of the AIM Funds and allege that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively push the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits either have been served or have had service of process waived.

By order of the United States District Court for the Southern District of Texas, Houston Division, the claims made in the Beasley, Kehlbeck Trust, Fry, Apu and Bendix lawsuits discussed below were consolidated into the Boyce lawsuit discussed below and these other lawsuits were administratively closed. On September 29, 2006, the Court dismissed with prejudice all claims in the Boyce lawsuit except for the Section 36(b) claim, which Section 36(b) claim was dismissed with leave to amend to plead it properly as a derivative claim. On December 7, 2006, the plaintiffs in the Boyce lawsuit filed an amended complaint. The amended complaint, which was pleaded as a Section 36(b) derivative claim, included new allegations that the defendants charged excessive fees.

JOY D. BEASLEY AND SHEILA MCDAID, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS

GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND,

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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-

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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

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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

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INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO
UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2884), filed on July 15, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

HARVEY R. BENDIX, CVETAN GEORGIEV, DAVID M. LUCOFF, MICHAEL E. PARMELEE, TRUSTEE OF THE HERMAN S. AND ESPERANZA A.. DRAYER RESIDUAL TRUST U/A 1/22/83 AND STANLEY S. STEPHENSON, TRUSTEE OF THE STANLEY J. STEPHENSON TRUST V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM GROUP INCOME FUND, AIM GROUP VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE

P-16

INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND,
NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-3030), filed on July 27, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

P-17

APPENDIX P-4
OTHER ACTIONS INVOLVING AIM FLOATING RATE FUND

AIM Floating Rate Fund, an Underlying Fund, is a named defendant in private civil actions based on its position as a creditor to certain entities that have filed petitions in bankruptcy courts. Set forth below are brief descriptions of those civil lawsuits in this category that either have been served or have had service of process waived as of January 9, 2006.

ENRON CORP. V. J.P. MORGAN SECURITIES, INC., AIM FLOATING RATE FUND,
ET AL., in the United States Bankruptcy Court, Southern District of New York, Case No. 01-16034(AJG), filed on November 6, 2003. This is an adversary proceeding alleging that payments made to AIM Floating Rate Fund and other creditors to prepay and/or redeem certain commercial paper prior to its maturity of Enron prior to its bankruptcy filing were preferential transfers. The relief sought includes recovery of the amount paid to the creditors, disallowance of defendants' claims until these funds are returned, and attorneys' fees, costs and expenses. On June 15, 2005, the Court denied Defendants' Motion to Dismiss the Complaints. Therefore, the Fund will have to file its Original Answer to the Complaint and respond to discovery requests from Enron. On October 18, 2005, Enron filed a Motion to Amend its Complaint and add INVESCO Institutional (N.A.), Inc. ("IINA") as a defendant based on allegations that it was involved in the challenged redemption of the Enron commercial paper. On December 1, 2005, IINA and the Fund filed their objections to this motion. The Court heard oral arguments on this motion on December 12, 2005 and indicated a decision would not be made before January 2006.

ADELPHIA COMMUNICATIONS CORP. AND ITS AFFILIATE DEBTORS IN POSSESSION AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF ADELPHIA COMMUNICATIONS CORP. V. BANK OF AMERICA, INDIVIDUALLY AND AS AGENT FOR VARIOUS BANKS PARTY TO CREDIT AGREEMENTS, AIM FLOATING RATE FUND, ET AL., in the United States Bankruptcy Court for the Southern District of New York, Case No. 02-41729, filed July 6, 2003. This is an adversary proceeding by Adelphia Communications Corp. ("Adelphia") and related parties, along with its Official Committee of Unsecured Creditors, against more than 360 banks, financial services companies, insurance companies, investment banks, mutual funds and other parties that had arranged for the sale of, or purchased the bank debt of, Adelphia or its related parties. Named defendants include AIM Floating Rate Fund as a purchaser of this bank debt. The Complaint alleges that the purchasers of this bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders. It seeks avoidance of the loans and recovery of intentionally fraudulent transfers. Discovery for this case has been stayed and pending motions have not been ruled upon; however, the Court granted the Creditors' Committee standing to sue the defendants and may lift the stay to allow it to proceed with discovery. On September 28, 2005, the Debtors filed their Third Amended Plan and Disclosure Statement.

P-18

AIM INDEPENDENCE NOW FUND
AIM INDEPENDENCE 2010 FUND
AIM INDEPENDENCE 2020 FUND
AIM INDEPENDENCE 2030 FUND
AIM INDEPENDENCE 2040 FUND
AIM INDEPENDENCE 2050 FUND

PROSPECTUS

MAY 1, 2007

AIM Independence Now Fund's investment objective is current income and, as a secondary objective, capital appreciation.

AIM Independence 2010 Fund's, AIM Independence 2020 Fund's, AIM Independence 2030 Fund's, AIM Independence 2040 Fund's and AIM Independence 2050 Fund's investment objectives are to provide capital appreciation and current income, consistent with their current asset allocation strategies.


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

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

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



INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              3
------------------------------------------------------
FEE TABLE AND EXPENSE EXAMPLE                        4
------------------------------------------------------
Fee Table                                            4

Expense Example                                      7

HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        8
------------------------------------------------------
INVESTMENT OBJECTIVES, STRATEGIES AND
  RISKS                                             14
------------------------------------------------------
Objectives and Strategies                           14

Risks                                               17

DISCLOSURE OF PORTFOLIO HOLDINGS                    20
------------------------------------------------------
FUND MANAGEMENT                                     20
------------------------------------------------------
The Advisor                                         20

Advisor Compensation                                21

Portfolio Manager(s)                                21

OTHER INFORMATION                                   21
------------------------------------------------------
Sales Charges                                       21

Dividends and Distributions                         21

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

Share Class Eligibility                            A-1

Distribution and Service (12b-1) Fees              A-2

Initial Sales Charges (Class A Shares
  Only)                                            A-3

Contingent Deferred Sales Charges (CDSCs)          A-3

Redemption Fees                                    A-5

Purchasing Shares                                  A-7

Redeeming Shares                                   A-8

Exchanging Shares                                 A-10

Pricing of Shares                                 A-11

Taxes                                             A-13

Payments to Financial Advisors                    A-13

Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                     A-14

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

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

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



INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

RISK/RETURN SUMMARY

INVESTMENT OBJECTIVES

AIM Independence Now Fund............. AIM Independence Now Fund's investment
                                       objective is current income and, as a
                                       secondary objective, capital
                                       appreciation.


AIM Independence 2010 Fund............ AIM Independence 2010 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

AIM Independence 2020 Fund............ AIM Independence 2020 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

AIM Independence 2030 Fund............ AIM Independence 2030 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

AIM Independence 2040 Fund............ AIM Independence 2040 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

AIM Independence 2050 Fund............ AIM Independence 2050 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

PRIMARY INVESTMENT STRATEGIES

All Funds............................. Each fund is a "fund of funds" and
                                       invests its assets in underlying funds
                                       rather than directly in individual
                                       securities. The underlying funds in which
                                       the funds invest are mutual funds (AIM
                                       mutual funds) advised by A I M Advisors,
                                       Inc. (the advisor or AIM) and
                                       exchange-traded funds (PowerShares ETFs)
                                       advised by PowerShares Capital Management
                                       LLC (PowerShares Capital). The funds and
                                       the underlying funds in which they invest
                                       are part of the same group of investment
                                       companies. AIM and PowerShares Capital
                                       are affiliates of each other as they are
                                       both indirect wholly-owned subsidiaries
                                       of AMVESCAP PLC.

AIM Independence Now Fund............. The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy that is appropriate for
                                       investors who have reached their target
                                       retirement date.

AIM Independence 2010 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2010. This asset allocation
                                       strategy becomes increasingly
                                       conservative over time until
                                       approximately three years after the year
                                       2010, when its asset allocation is
                                       anticipated to be similar to that of the
                                       AIM Independence Now Fund.

AIM Independence 2020 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2020. This asset allocation
                                       strategy
                                        1

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

INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

                                       becomes increasingly conservative over
                                       time until approximately three years
                                       after the year 2020, when its asset
                                       allocation is anticipated to be similar
                                       to that of the AIM Independence Now Fund.

AIM Independence 2030 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2030. This asset allocation
                                       strategy becomes increasingly
                                       conservative over time until
                                       approximately three years after the year
                                       2030, when its asset allocation is
                                       anticipated to be similar to that of the
                                       AIM Independence Now Fund.

AIM Independence 2040 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2040. This asset allocation
                                       strategy becomes increasingly
                                       conservative over time until
                                       approximately three years after the year
                                       2040, when its asset allocation is
                                       anticipated to be similar to that of the
                                       AIM Independence Now Fund.

AIM Independence 2050 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2050. This asset allocation
                                       strategy becomes increasingly
                                       conservative over time until
                                       approximately three years after the year
                                       2050, when its asset allocation is
                                       anticipated to be similar to that of the
                                       AIM Independence Now Fund.

PRINCIPAL RISKS....................... Each fund's investment performance
                                       depends on the investment performance of
                                       the underlying funds in which it invests.
                                       An investment in a fund, because it is a
                                       fund of funds, is subject to the risks
                                       associated with investments the
                                       underlying funds in which the fund
                                       invests.

                                       Among the principal risks of investing in
                                       the funds and the underlying funds, which
                                       could adversely affect a fund's net asset

value, yield and total return, are:

                                                                 Fund of Funds Risk          Exchange-Traded Funds
All Funds..................................................                                  Risk
                                                                 Market Risk                 Value Investing Risk
                                                                 Growth Investing Risk       Equity Securities Risk
                                                                 Market Capitalization       Interest Rate Risk
                                                                 Risk
                                                                 Credit Risk                 High Yield Risk
                                                                 Foreign Securities Risk     Developing Markets
                                                                                             Securities Risk
                                                                 Derivatives Risk            Leverage Risk
                                                                 Repurchase Agreement Risk   Active Trading Risk
                                                                 Convertible Securities      Reinvestment Risk
                                                                 Risk

Additional Principal Risks Related to
all Funds Except AIM Independence 2050

Fund.................................. U.S. Government Obligations Risk


                                       High-Coupon U.S. Government Agency
                                       Mortgage-Backed Securities Risk

2


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

Additional Principal Risks Related to
all Funds Except AIM Independence 2040
Fund and AIM Independence 2050 Fund...

Dollar Roll Transaction Risk

Additional Principal Risks Related to AIM Independence Now
Fund, AIM Independence 2010 Fund and AIM Independence 2020
Fund.......................................................      Non-Diversification Risk    Prepayment Risk
                                                                 Currency/Exchange Rate
                                                                 Risk

Please see "Investment Objectives, Strategies and Risks" for a description of these risks.

There is a risk that you could lose all or a portion of your investment in a fund and that the income you may receive from your investment may vary. The value of your investment in a fund will rise and fall with the prices of the securities held by the underlying funds in which the fund invests. 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 governmental agency.

PERFORMANCE INFORMATION

No performance information is available for the funds because they have not yet completed a full calender year of operations. In the future, the funds will disclose performance information in a bar chart and performance table. Such disclosure will give some indication of the risks of an investment in the funds by comparing the funds' performance with a broad measure of market performance and by showing changes in the funds' performance from year to year.

3


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

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 funds:

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

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

(1) A contingent deferred sales charge may apply in some cases. See "General Information--Contingent Deferred Sales Charges (CDSCs)."

ANNUAL FUND OPERATING EXPENSES(1)--INDEPENDENCE NOW
--------------------------------------------------------------------------------------------------------------------------
(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(2,3)                             2.56                 2.56                 2.56                 2.56

Acquired Fund Fees and Expenses(2,4)            0.69                 0.69                 0.69                 0.69

Total Annual Fund Operating Expenses            3.50                 4.25                 4.25                 3.75
Fee Waiver(3)                                   2.40                 2.40                 2.40                 2.40
Net Annual Fund Operating Expenses              1.10                 1.85                 1.85                 1.35
--------------------------------------------------------------------------------------------------------------------------

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

(2) Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) The advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.16% of Class A, Class B, Class C and Class R shares of AIM Independence Now Fund. 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 Other Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2008.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

ANNUAL FUND OPERATING EXPENSES(1)--INDEPENDENCE 2010
--------------------------------------------------------------------------------------------------------------------------
(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(2,3)                             1.05                 1.05                 1.05                 1.05

Acquired Fund Fees and Expenses(2,4)            0.73                 0.73                 0.73                 0.73

Total Annual Fund Operating Expenses            2.03                 2.78                 2.78                 2.28
Fee Waiver(3)                                   0.88                 0.88                 0.88                 0.88
Net Annual Fund Operating Expenses              1.15                 1.90                 1.90                 1.40
--------------------------------------------------------------------------------------------------------------------------

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

(2) Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) The advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.17% of Class A, Class B, Class C and Class R shares of AIM Independence 2010 Fund. 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 Other Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and
(vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2008.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

4


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

FEE TABLE AND EXPENSE EXAMPLE (CONTINUED)

ANNUAL FUND OPERATING EXPENSES(1)--INDEPENDENCE 2020
--------------------------------------------------------------------------------------------------------------------------
(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(2,3)                             0.41                 0.41                 0.41                 0.41

Acquired Fund Fees and Expenses(2,4)            0.76                 0.76                 0.76                 0.76

Total Annual Fund Operating Expenses            1.42                 2.17                 2.17                 1.67

Fee Waiver(3)                                   0.17                 0.17                 0.17                 0.17

Net Annual Fund Operating
Expenses                                        1.25                 2.00                 2.00                 1.50
--------------------------------------------------------------------------------------------------------------------------

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

(2) Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) The advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.24% of Class A, Class B, Class C and Class R shares of AIM Independence 2020 Fund. 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 Other Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and
(vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2008.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

ANNUAL FUND OPERATING EXPENSES(1)--INDEPENDENCE 2030
--------------------------------------------------------------------------------------------------------------------------
(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(2,3)                             0.61                 0.61                 0.61                 0.61

Acquired Fund Fees and Expenses(2,4)            0.76                 0.76                 0.76                 0.76

Total Annual Fund Operating Expenses            1.62                 2.37                 2.37                 1.87

Fee Waiver(3)                                   0.37                 0.37                 0.37                 0.37

Net Annual Fund Operating
Expenses                                        1.25                 2.00                 2.00                 1.50
--------------------------------------------------------------------------------------------------------------------------

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

(2) Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) The advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.24% of Class A, Class B, Class C and Class R shares of AIM Independence 2030 Fund. 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 Other Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and
(vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2008.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

5


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

FEE TABLE AND EXPENSE EXAMPLE (CONTINUED)

ANNUAL FUND OPERATING EXPENSES(1)--INDEPENDENCE 2040
--------------------------------------------------------------------------------------------------------------------------
(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(2,3)                             1.05                 1.05                 1.05                 1.05

Acquired Fund Fees and Expenses(2,4)            0.77                 0.77                 0.77                 0.77

Total Annual Fund Operating Expenses            2.07                 2.82                 2.82                 2.32
Fee Waiver(3)                                   0.77                 0.77                 0.77                 0.77
Net Annual Fund Operating Expenses              1.30                 2.05                 2.05                 1.55
--------------------------------------------------------------------------------------------------------------------------

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

(2) Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) The advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.28% of Class A, Class B, Class C and Class R shares of AIM Independence 2040 Fund. 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 Other Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and
(vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2008.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

ANNUAL FUND OPERATING EXPENSES(1)--INDEPENDENCE 2050
--------------------------------------------------------------------------------------------------------------------------
(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(2,3)                             1.36                 1.36                 1.36                 1.36

Acquired Fund Fees and Expenses(2,4)            0.77                 0.77                 0.77                 0.77

Total Annual Fund Operating Expenses            2.38                 3.13                 3.13                 2.63
Fee Waiver(3)                                   1.08                 1.08                 1.08                 1.08
Net Annual Fund Operating Expenses              1.30                 2.05                 2.05                 1.55
--------------------------------------------------------------------------------------------------------------------------

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

(2) Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) The advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.28% of Class A, Class B, Class C and Class R shares of AIM Independence 2050 Fund. 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 Other Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and
(vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2008.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

6


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

FEE TABLE AND EXPENSE EXAMPLE (CONTINUED)

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 the funds with the cost of investing in other mutual funds.

The expense example assumes you:
(i) invest $10,000 in the fund for the time periods indicated;
(ii) redeem all of your shares at the end of the periods indicated;
(iii) earn a 5% return on your investment before operating expenses each year;
(iv) incur the same amount in operating expenses each year (after giving effect to any applicable contractual fee waivers and/or expense reimbursements and includes the estimated indirect expenses of the underlying funds); and

(v) incur the applicable initial sales charges (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge)

To the extent fees are waived and/or expenses are reimbursed voluntarily, your expenses will be lower. Although your actual returns and costs may be higher or lower, based on these assumptions your costs would be:

INDEPENDENCE NOW                           1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $656             $1,354
Class B                                      688              1,371
Class C                                      288              1,071
Class R                                      137                925
--------------------------------------------------------------------

INDEPENDENCE 2010                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $661             $1,071
Class B                                      693              1,079
Class C                                      293                779
Class R                                      143                628
--------------------------------------------------------------------

INDEPENDENCE 2020                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $670             $  959
Class B                                      703                963
Class C                                      303                663
Class R                                      153                510
--------------------------------------------------------------------

INDEPENDENCE 2030                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $670             $  999
Class B                                      703              1,004
Class C                                      303                704
Class R                                      153                552
--------------------------------------------------------------------

INDEPENDENCE 2040                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $675             $1,093
Class B                                      708              1,101
Class C                                      308                801
Class R                                      158                651
--------------------------------------------------------------------

INDEPENDENCE 2050                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $675             $1,154
Class B                                      708              1,165
Class C                                      308                865
Class R                                      158                715
--------------------------------------------------------------------

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

INDEPENDENCE NOW                           1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $656             $1,354
Class B                                      188              1,071
Class C                                      188              1,071
Class R                                      137                925
--------------------------------------------------------------------

INDEPENDENCE 2010                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $661             $1,071
Class B                                      193                779
Class C                                      193                779
Class R                                      143                628
--------------------------------------------------------------------

INDEPENDENCE 2020                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $670             $  959
Class B                                      203                663
Class C                                      203                663
Class R                                      153                510
--------------------------------------------------------------------

INDEPENDENCE 2030                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $670             $  999
Class B                                      203                704
Class C                                      203                704
Class R                                      153                552
--------------------------------------------------------------------

INDEPENDENCE 2040                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $675             $1,093
Class B                                      208                801
Class C                                      208                801
Class R                                      158                651
--------------------------------------------------------------------

INDEPENDENCE 2050                          1 YEAR            3 YEARS
--------------------------------------------------------------------
Class A                                     $675             $1,154
Class B                                      208                865
Class C                                      208                865
Class R                                      158                715
--------------------------------------------------------------------

7


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the funds' expenses, including investment advisory fees and other fund costs, on the funds' return over a 10-year period. The example reflects the following:

- You invest $10,000 in a fund and hold it for the entire 10 year period;
- Your investment has a 5% return before expenses each year;

- Each Fund's current annual expense ratio includes any applicable contractual fee waiver or expense reimbursement for the period committed and includes the estimated indirect expenses of the underlying funds;

- Hypotheticals both with and without any applicable initial sales charge applied (see "General Information--Choosing a Share Class" section of this prospectus for applicability of initial sales charge); and

- There is no sales charge on reinvested dividends.

There is no assurance that the annual expense ratio will be the expense ratio for the funds' classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

AIM INDEPENDENCE NOW
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.10%        3.50%        3.50%        3.50%        3.50%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................     (1.81)%      (0.34)%        1.15%        2.67%        4.21%
End of Year Balance............  $ 9,818.55   $ 9,965.83   $10,115.32   $10,267.05   $10,421.05
Estimated Annual Expenses......  $   655.98   $   346.23   $   351.42   $   356.69   $   362.04
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE NOW
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
Annual Expense Ratio(1)........       3.50%        3.50%        3.50%        3.50%        3.50%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................       5.77%        7.36%        8.97%       10.61%       12.26%
End of Year Balance............  $10,577.37   $10,736.03   $10,897.07   $11,060.52   $11,226.43
Estimated Annual Expenses......  $   367.47   $   372.98   $   378.58   $   384.26   $   390.02
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE NOW
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.10%        3.50%        3.50%        3.50%        3.50%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.90%        5.46%        7.04%        8.65%       10.28%
End of Year Balance............  $10,390.00   $10,545.85   $10,704.04   $10,864.60   $11,027.57
Estimated Annual Expenses......  $   112.15   $   366.38   $   371.87   $   377.45   $   383.11
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE NOW
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       3.50%        3.50%        3.50%        3.50%        3.50%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      11.93%       13.61%       15.31%       17.04%       18.80%
End of Year Balance............  $11,192.98   $11,360.88   $11,531.29   $11,704.26   $11,879.82
Estimated Annual Expenses......  $   388.86   $   394.69   $   400.61   $   406.62   $   412.72
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE NOW
FUND--CLASS B(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.85%        4.25%        4.25%        4.25%        4.25%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.15%        3.92%        4.70%        5.49%        6.28%
End of Year Balance............  $10,315.00   $10,392.36   $10,470.31   $10,548.83   $10,627.95
Estimated Annual Expenses......  $   187.91   $   440.03   $   443.33   $   446.66   $   450.01
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE NOW
FUND--CLASS B(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       4.25%        4.25%        4.25%        3.50%        3.50%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................       7.08%        7.88%        8.69%       10.32%       11.97%
End of Year Balance............  $10,707.66   $10,787.97   $10,868.88   $11,031.91   $11,197.39
Estimated Annual Expenses......  $   453.38   $   456.78   $   460.21   $   383.26   $   389.01
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE NOW
FUND--CLASS C(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.85%        4.25%        4.25%        4.25%        4.25%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.15%        3.92%        4.70%        5.49%        6.28%
End of Year Balance............  $10,315.00   $10,392.36   $10,470.31   $10,548.83   $10,627.95
Estimated Annual Expenses......  $   187.91   $   440.03   $   443.33   $   446.66   $   450.01
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE NOW
FUND--CLASS C(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       4.25%        4.25%        4.25%        4.25%        4.25%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................       7.08%        7.88%        8.69%        9.50%       10.33%
End of Year Balance............  $10,707.66   $10,787.97   $10,868.88   $10,950.39   $11,032.52
Estimated Annual Expenses......  $   453.38   $   456.78   $   460.21   $   463.66   $   467.14
-----------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

8


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

AIM INDEPENDENCE NOW
FUND--CLASS R                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.35%        3.75%        3.75%        3.75%        3.75%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.65%        4.95%        6.26%        7.59%        8.93%
End of Year Balance............  $10,365.00   $10,494.56   $10,625.74   $10,758.57   $10,893.05
Estimated Annual Expenses......  $   137.46   $   391.12   $   396.01   $   400.96   $   405.97
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE NOW
FUND--CLASS R                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       3.75%        3.75%        3.75%        3.75%        3.75%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      10.29%       11.67%       13.07%       14.48%       15.91%
End of Year Balance............  $11,029.21   $11,167.08   $11,306.67   $11,448.00   $11,591.10
Estimated Annual Expenses......  $   411.04   $   416.18   $   421.38   $   426.65   $   431.98
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 1      YEAR 2       YEAR 3       YEAR 4       YEAR 5
----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.15%       2.03%        2.03%        2.03%        2.03%
Cumulative Return Before
  Expenses.....................       5.00%      10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................     (1.86)%       1.05%        4.05%        7.14%       10.33%
End of Year Balance............  $ 9,813.83  $10,105.30   $10,405.42   $10,714.46   $11,032.68
Estimated Annual Expenses......  $   660.77  $   202.18   $   208.18   $   214.37   $   220.73
----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.03%        2.03%        2.03%        2.03%        2.03%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      13.60%       16.98%       20.45%       24.03%       27.71%
End of Year Balance............  $11,360.35   $11,697.76   $12,045.18   $12,402.92   $12,771.29
Estimated Annual Expenses......  $   227.29   $   234.04   $   240.99   $   248.15   $   255.52
----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.15%        2.03%        2.03%        2.03%        2.03%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.85%        6.93%       10.11%       13.38%       16.75%
End of Year Balance............  $10,385.00   $10,693.43   $11,011.03   $11,338.06   $11,674.80
Estimated Annual Expenses......  $   117.21   $   213.95   $   220.30   $   226.84   $   233.58
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.03%        2.03%        2.03%        2.03%        2.03%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      20.22%       23.79%       27.46%       31.25%       35.15%
End of Year Balance............  $12,021.54   $12,378.58   $12,746.22   $13,124.79   $13,514.59
Estimated Annual Expenses......  $   240.52   $   247.66   $   255.02   $   262.59   $   270.39
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS B(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.90%        2.78%        2.78%        2.78%        2.78%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.10%        5.39%        7.73%       10.12%       12.56%
End of Year Balance............  $10,310.00   $10,538.88   $10,772.85   $11,012.00   $11,256.47
Estimated Annual Expenses......  $   192.95   $   289.80   $   296.23   $   302.81   $   309.53
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS B(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.78%        2.78%        2.78%        2.03%        2.03%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      15.06%       17.62%       20.23%       23.80%       27.48%
End of Year Balance............  $11,506.36   $11,761.80   $12,022.92   $12,380.00   $12,747.68
Estimated Annual Expenses......  $   316.40   $   323.43   $   330.61   $   247.69   $   255.05
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS C(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.90%        2.78%        2.78%        2.78%        2.78%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.10%        5.39%        7.73%       10.12%       12.56%
End of Year Balance............  $10,310.00   $10,538.88   $10,772.85   $11,012.00   $11,256.47
Estimated Annual Expenses......  $   192.95   $   289.80   $   296.23   $   302.81   $   309.53
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS C(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.78%        2.78%        2.78%        2.78%        2.78%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      15.06%       17.62%       20.23%       22.90%       25.63%
End of Year Balance............  $11,506.36   $11,761.80   $12,022.92   $12,289.82   $12,562.66
Estimated Annual Expenses......  $   316.40   $   323.43   $   330.61   $   337.95   $   345.45
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS R                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.40%        2.28%        2.28%        2.28%        2.28%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.60%        6.42%        9.31%       12.29%       15.34%
End of Year Balance............  $10,360.00   $10,641.79   $10,931.25   $11,228.58   $11,534.00
Estimated Annual Expenses......  $   142.52   $   239.42   $   245.93   $   252.62   $   259.49
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010
FUND--CLASS R                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.28%        2.28%        2.28%        2.28%        2.28%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      18.48%       21.70%       25.01%       28.41%       31.90%
End of Year Balance............  $11,847.72   $12,169.98   $12,501.00   $12,841.03   $13,190.31
Estimated Annual Expenses......  $   266.55   $   273.80   $   281.25   $   288.90   $   296.76
-----------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

9


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

AIM INDEPENDENCE 2020
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 1      YEAR 2       YEAR 3       YEAR 4       YEAR 5
----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.25%       1.42%        1.42%        1.42%        1.42%
Cumulative Return Before
  Expenses.....................       5.00%      10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................     (1.96)%       1.55%        5.19%        8.96%       12.86%
End of Year Balance............  $ 9,804.38  $10,155.37   $10,518.93   $10,895.51   $11,285.57
Estimated Annual Expenses......  $   670.34  $   141.71   $   146.79   $   152.04   $   157.49
----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
Annual Expense Ratio(1)........       1.42%        1.42%        1.42%        1.42%        1.42%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      16.90%       21.08%       25.42%       29.91%       34.56%
End of Year Balance............  $11,689.59   $12,108.08   $12,541.55   $12,990.54   $13,455.60
Estimated Annual Expenses......  $   163.12   $   168.96   $   175.01   $   181.28   $   187.77
----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.25%        1.42%        1.42%        1.42%        1.42%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.75%        7.46%       11.31%       15.30%       19.42%
End of Year Balance............  $10,375.00   $10,746.43   $11,131.15   $11,529.64   $11,942.40
Estimated Annual Expenses......  $   127.34   $   149.96   $   155.33   $   160.89   $   166.65
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-------------------------------
Annual Expense Ratio(1)........       1.42%        1.42%        1.42%        1.42%        1.42%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      23.70%       28.13%       32.71%       37.47%       42.39%
End of Year Balance............  $12,369.94   $12,812.79   $13,271.48   $13,746.60   $14,238.73
Estimated Annual Expenses......  $   172.62   $   178.80   $   185.20   $   191.83   $   198.70
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020
FUND--CLASS B(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.00%        2.17%        2.17%        2.17%        2.17%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.00%        5.91%        8.91%       11.99%       15.16%
End of Year Balance............  $10,300.00   $10,591.49   $10,891.23   $11,199.45   $11,516.40
Estimated Annual Expenses......  $   203.00   $   226.67   $   233.09   $   239.68   $   246.47
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020
FUND--CLASS B(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.17%        2.17%        2.17%        1.42%        1.42%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      18.42%       21.77%       25.22%       29.70%       34.35%
End of Year Balance............  $11,842.31   $12,177.45   $12,522.07   $12,970.36   $13,434.70
Estimated Annual Expenses......  $   253.44   $   260.61   $   267.99   $   181.00   $   187.48
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020
FUND--CLASS C(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.00%        2.17%        2.17%        2.17%        2.17%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.00%        5.91%        8.91%       11.99%       15.16%
End of Year Balance............  $10,300.00   $10,591.49   $10,891.23   $11,199.45   $11,516.40
Estimated Annual Expenses......  $   203.00   $   226.67   $   233.09   $   239.68   $   246.47
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020
FUND--CLASS C(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.17%        2.17%        2.17%        2.17%        2.17%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      18.42%       21.77%       25.22%       28.76%       32.41%
End of Year Balance............  $11,842.31   $12,177.45   $12,522.07   $12,876.44   $13,240.85
Estimated Annual Expenses......  $   253.44   $   260.61   $   267.99   $   275.57   $   283.37
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020
FUND--CLASS R                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.50%        1.67%        1.67%        1.67%        1.67%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.50%        6.95%       10.51%       14.19%       17.99%
End of Year Balance............  $10,350.00   $10,694.66   $11,050.79   $11,418.78   $11,799.02
Estimated Annual Expenses......  $   152.63   $   175.72   $   181.57   $   187.62   $   193.87
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020
FUND--CLASS R                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.67%        1.67%        1.67%        1.67%        1.67%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      21.92%       25.98%       30.17%       34.51%       38.99%
End of Year Balance............  $12,191.93   $12,597.92   $13,017.43   $13,450.91   $13,898.83
Estimated Annual Expenses......  $   200.32   $   207.00   $   213.89   $   221.01   $   228.37
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 1      YEAR 2       YEAR 3       YEAR 4       YEAR 5
----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.25%       1.62%        1.62%        1.62%        1.62%
Cumulative Return Before
  Expenses.....................       5.00%      10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................     (1.96)%       1.36%        4.78%        8.33%       11.99%
End of Year Balance............  $ 9,804.38  $10,135.76   $10,478.35   $10,832.52   $11,198.66
Estimated Annual Expenses......  $   670.34  $   161.52   $   166.97   $   172.62   $   178.45
----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.62%        1.62%        1.62%        1.62%        1.62%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      15.77%       19.68%       23.73%       27.91%       32.24%
End of Year Balance............  $11,577.17   $11,968.48   $12,373.02   $12,791.22   $13,223.57
Estimated Annual Expenses......  $   184.48   $   190.72   $   197.17   $   203.83   $   210.72
----------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

10


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

AIM INDEPENDENCE 2030
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.25%        1.62%        1.62%        1.62%        1.62%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.75%        7.26%       10.88%       14.63%       18.50%
End of Year Balance............  $10,375.00   $10,725.68   $11,088.20   $11,462.98   $11,850.43
Estimated Annual Expenses......  $   127.34   $   170.92   $   176.69   $   182.66   $   188.84
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.62%        1.62%        1.62%        1.62%        1.62%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      22.51%       26.65%       30.93%       35.36%       39.93%
End of Year Balance............  $12,250.98   $12,665.06   $13,093.14   $13,535.69   $13,993.19
Estimated Annual Expenses......  $   195.22   $   201.82   $   208.64   $   215.69   $   222.98
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030
FUND--CLASS B(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.00%        2.37%        2.37%        2.37%        2.37%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.00%        5.71%        8.49%       11.34%       14.27%
End of Year Balance............  $10,300.00   $10,570.89   $10,848.90   $11,134.23   $11,427.06
Estimated Annual Expenses......  $   203.00   $   247.32   $   253.82   $   260.50   $   267.35
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030
FUND--CLASS B(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.37%        2.37%        2.37%        1.62%        1.62%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      17.28%       20.36%       23.53%       27.70%       32.02%
End of Year Balance............  $11,727.59   $12,036.03   $12,352.58   $12,770.09   $13,201.72
Estimated Annual Expenses......  $   274.38   $   281.60   $   289.00   $   203.49   $   210.37
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030
FUND--CLASS C(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.00%        2.37%        2.37%        2.37%        2.37%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.00%        5.71%        8.49%       11.34%       14.27%
End of Year Balance............  $10,300.00   $10,570.89   $10,848.90   $11,134.23   $11,427.06
Estimated Annual Expenses......  $   203.00   $   247.32   $   253.82   $   260.50   $   267.35
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030
FUND--CLASS C(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.37%        2.37%        2.37%        2.37%        2.37%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      17.28%       20.36%       23.53%       26.77%       30.11%
End of Year Balance............  $11,727.59   $12,036.03   $12,352.58   $12,677.45   $13,010.87
Estimated Annual Expenses......  $   274.38   $   281.60   $   289.00   $   296.61   $   304.41
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030
FUND--CLASS R                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.50%        1.87%        1.87%        1.87%        1.87%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.50%        6.74%       10.08%       13.53%       17.08%
End of Year Balance............  $10,350.00   $10,673.96   $11,008.05   $11,352.60   $11,707.94
Estimated Annual Expenses......  $   152.63   $   196.57   $   202.73   $   209.07   $   215.62
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030
FUND--CLASS R                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.87%        1.87%        1.87%        1.87%        1.87%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      20.74%       24.52%       28.42%       32.44%       36.59%
End of Year Balance............  $12,074.40   $12,452.33   $12,842.08   $13,244.04   $13,658.58
Estimated Annual Expenses......  $   222.36   $   229.32   $   236.50   $   243.91   $   251.54
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 1      YEAR 2       YEAR 3       YEAR 4       YEAR 5
----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.30%       2.07%        2.07%        2.07%        2.07%
Cumulative Return Before
  Expenses.....................       5.00%      10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................     (2.00)%       0.87%        3.82%        6.87%       10.00%
End of Year Balance............  $ 9,799.65  $10,086.78   $10,382.32   $10,686.52   $10,999.64
Estimated Annual Expenses......  $   675.12  $   205.82   $   211.86   $   218.06   $   224.45
----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.07%        2.07%        2.07%        2.07%        2.07%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      13.22%       16.54%       19.95%       23.47%       27.08%
End of Year Balance............  $11,321.93   $11,653.66   $11,995.11   $12,346.57   $12,708.33
Estimated Annual Expenses......  $   231.03   $   237.80   $   244.76   $   251.94   $   259.32
----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.30%        2.07%        2.07%        2.07%        2.07%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.70%        6.74%        9.87%       13.08%       16.40%
End of Year Balance............  $10,370.00   $10,673.84   $10,986.58   $11,308.49   $11,639.83
Estimated Annual Expenses......  $   132.41   $   217.80   $   224.19   $   230.75   $   237.52
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.07%        2.07%        2.07%        2.07%        2.07%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      19.81%       23.32%       26.93%       30.65%       34.48%
End of Year Balance............  $11,980.88   $12,331.92   $12,693.24   $13,065.15   $13,447.96
Estimated Annual Expenses......  $   244.47   $   251.64   $   259.01   $   266.60   $   274.41
-----------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

11


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

AIM INDEPENDENCE 2040
FUND--CLASS B(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.05%        2.82%        2.82%        2.82%        2.82%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       2.95%        5.19%        7.49%        9.83%       12.23%
End of Year Balance............  $10,295.00   $10,519.43   $10,748.75   $10,983.08   $11,222.51
Estimated Annual Expenses......  $   208.02   $   293.48   $   299.88   $   306.42   $   313.10
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040
FUND--CLASS B(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.82%        2.82%        2.82%        2.07%        2.07%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      14.67%       17.17%       19.73%       23.23%       26.84%
End of Year Balance............  $11,467.16   $11,717.14   $11,972.58   $12,323.37   $12,684.45
Estimated Annual Expenses......  $   319.92   $   326.90   $   334.03   $   251.46   $   258.83
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040
FUND--CLASS C(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.05%        2.82%        2.82%        2.82%        2.82%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       2.95%        5.19%        7.49%        9.83%       12.23%
End of Year Balance............  $10,295.00   $10,519.43   $10,748.75   $10,983.08   $11,222.51
Estimated Annual Expenses......  $   208.02   $   293.48   $   299.88   $   306.42   $   313.10
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040
FUND--CLASS C(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.82%        2.82%        2.82%        2.82%        2.82%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      14.67%       17.17%       19.73%       22.34%       25.00%
End of Year Balance............  $11,467.16   $11,717.14   $11,972.58   $12,233.58   $12,500.27
Estimated Annual Expenses......  $   319.92   $   326.90   $   334.03   $   341.31   $   348.75
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040
FUND--CLASS R                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.55%        2.32%        2.32%        2.32%        2.32%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.45%        6.22%        9.07%       11.99%       14.99%
End of Year Balance............  $10,345.00   $10,622.25   $10,906.92   $11,199.23   $11,499.37
Estimated Annual Expenses......  $   157.67   $   243.22   $   249.74   $   256.43   $   263.30
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040
FUND--CLASS R                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.32%        2.32%        2.32%        2.32%        2.32%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      18.08%       21.24%       24.49%       27.83%       31.25%
End of Year Balance............  $11,807.55   $12,123.99   $12,448.92   $12,782.55   $13,125.12
Estimated Annual Expenses......  $   270.36   $   277.61   $   285.05   $   292.68   $   300.53
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.30%        2.38%        2.38%        2.38%        2.38%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................     (2.00)%        0.56%        3.20%        5.90%        8.68%
End of Year Balance............  $ 9,799.65   $10,056.40   $10,319.88   $10,590.26   $10,867.72
Estimated Annual Expenses......  $   675.12   $   236.29   $   242.48   $   248.83   $   255.35
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050
FUND--CLASS A (INCLUDES
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.38%        2.38%        2.38%        2.38%        2.38%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      11.52%       14.45%       17.45%       20.52%       23.68%
End of Year Balance............  $11,152.46   $11,444.65   $11,744.50   $12,052.21   $12,367.98
Estimated Annual Expenses......  $   262.04   $   268.91   $   275.95   $   283.18   $   290.60
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.30%        2.38%        2.38%        2.38%        2.38%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.70%        6.42%        9.21%       12.07%       15.00%
End of Year Balance............  $10,370.00   $10,641.69   $10,920.51   $11,206.62   $11,500.24
Estimated Annual Expenses......  $   132.41   $   250.04   $   256.59   $   263.31   $   270.21
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050
FUND--CLASS A (WITHOUT
MAXIMUM SALES CHARGE)              YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.38%        2.38%        2.38%        2.38%        2.38%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      18.02%       21.11%       24.28%       27.54%       30.88%
End of Year Balance............  $11,801.54   $12,110.74   $12,428.05   $12,753.66   $13,087.81
Estimated Annual Expenses......  $   277.29   $   284.56   $   292.01   $   299.66   $   307.51
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050
FUND--CLASS B(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.05%        3.13%        3.13%        3.13%        3.13%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       2.95%        4.88%        6.84%        8.83%       10.87%
End of Year Balance............  $10,295.00   $10,487.52   $10,683.63   $10,883.42   $11,086.94
Estimated Annual Expenses......  $   208.02   $   325.25   $   331.33   $   337.52   $   343.84
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050
FUND--CLASS B(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       3.13%        3.13%        3.13%        2.38%        2.38%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      12.94%       15.05%       17.21%       20.28%       23.43%
End of Year Balance............  $11,294.26   $11,505.47   $11,720.62   $12,027.70   $12,342.82
Estimated Annual Expenses......  $   350.27   $   356.82   $   363.49   $   282.60   $   290.01
-----------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

AIM INDEPENDENCE 2050
FUND--CLASS C(2)                   YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.05%        3.13%        3.13%        3.13%        3.13%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       2.95%        4.88%        6.84%        8.83%       10.87%
End of Year Balance............  $10,295.00   $10,487.52   $10,683.63   $10,883.42   $11,086.94
Estimated Annual Expenses......  $   208.02   $   325.25   $   331.33   $   337.52   $   343.84
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050
FUND--CLASS C(2)                   YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
Annual Expense Ratio(1)........       3.13%        3.13%        3.13%        3.13%        3.13%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      12.94%       15.05%       17.21%       19.40%       21.63%
End of Year Balance............  $11,294.26   $11,505.47   $11,720.62   $11,939.79   $12,163.07
Estimated Annual Expenses......  $   350.27   $   356.82   $   363.49   $   370.29   $   377.21
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050
FUND--CLASS R                      YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.55%        2.63%        2.63%        2.63%        2.63%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.45%        5.90%        8.41%       10.98%       13.61%
End of Year Balance............  $10,345.00   $10,590.18   $10,841.16   $11,098.10   $11,361.12
Estimated Annual Expenses......  $   157.67   $   275.30   $   281.82   $   288.50   $   295.34
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050
FUND--CLASS R                      YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.63%        2.63%        2.63%        2.63%        2.63%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      16.30%       19.06%       21.88%       24.77%       27.73%
End of Year Balance............  $11,630.38   $11,906.02   $12,188.20   $12,477.06   $12,772.76
Estimated Annual Expenses......  $   302.34   $   309.50   $   316.84   $   324.35   $   332.04
-----------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

(2) The hypothetical assumes you hold your investment for a full 10 years. Therefore, any applicable deferred sales charge that might apply in years one through six for Class B and year one for Class C, have not been deducted.

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

OBJECTIVES AND STRATEGIES

AIM INDEPENDENCE NOW FUND

AIM Independence Now Fund's investment objective is current income and, as a secondary objective, capital appreciation. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence Now Fund is structured for investors who have reached their target retirement date. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                                28.73%
Foreign Equity Underlying Funds                                  6.24%
High Yield Fixed-Income Underlying Funds                         8.33%
Investment Grade Fixed-Income Underlying Funds                  53.35%
Real Estate-Related Underlying Funds                             0.00%
Money Market Underlying Funds                                    3.35%

The fund's asset allocation strategy emphasizes underlying funds that invest primarily in fixed-income securities. The fund also invests in underlying funds that invest primarily in domestic equity securities and, to a lesser extent, in underlying funds that invest primarily in foreign equity securities and in underlying funds that are money market funds.

AIM INDEPENDENCE 2010 FUND
AIM Independence 2010 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2010 Fund is structured for investors whose target retirement date is around the year 2010. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                                32.00%
Foreign Equity Underlying Funds                                  8.00%
High Yield Fixed-Income Underlying Funds                         9.00%
Investment Grade Fixed-Income Underlying Funds                  51.00%
Real Estate-Related Underlying Funds                             0.00%
Money Market Underlying Funds                                    0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in fixed-income securities. The fund also invests in underlying funds that invest primarily in domestic equity securities and, to a lesser extent, in underlying funds that invest primarily in foreign equity securities.

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities will decrease. Approximately three years after the year 2010, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

AIM INDEPENDENCE 2020 FUND
AIM Independence 2020 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2020 Fund is structured for investors whose target retirement date is around the year 2020. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                                41.50%
Foreign Equity Underlying Funds                                 15.50%
High Yield Fixed-Income Underlying Funds                        12.00%
Investment Grade Fixed-Income Underlying Funds                  28.00%
Real Estate-Related Underlying Funds                             3.00%
Money Market Underlying Funds                                    0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in fixed-income securities and underlying funds that invest primarily in domestic equity securities. The fund also invests in underlying funds that invest primarily in foreign equity securities.

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities as well as securities of real estate-related companies will decrease. Approximately three years after the year 2020, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

AIM INDEPENDENCE 2030 FUND
AIM Independence 2030 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2030 Fund is structured for investors whose target retirement date is around the year 2030. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                                55.00%
Foreign Equity Underlying Funds                                 21.00%
High Yield Fixed-Income Underlying Funds                        10.00%
Investment Grade Fixed-Income Underlying Funds                  10.00%
Real Estate-Related Underlying Funds                             4.00%
Money Market Underlying Funds                                    0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in domestic equity securities. The fund also invests in underlying funds that invest primarily in fixed-income securities and underlying funds that invest primarily in foreign equity securities.

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in

14


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities as well as securities of real estate-related companies will decrease. Approximately three years after the year 2030, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

AIM INDEPENDENCE 2040 FUND
AIM Independence 2040 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2040 Fund is structured for investors whose target retirement date is around the year 2040. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                                60.80%
Foreign Equity Underlying Funds                                 23.32%
High Yield Fixed-Income Underlying Funds                         7.10%
Investment Grade Fixed-Income Underlying Funds                   4.20%
Real Estate-Related Underlying Funds                             4.58%
Money Market Underlying Funds                                    0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in domestic equity securities. The fund also invests in underlying funds that invest primarily in foreign equity securities and, to a lesser extent, in underlying funds that invest primarily in fixed-income securities.

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities as well as securities of real estate-related companies will decrease. Approximately three years after the year 2040, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

AIM INDEPENDENCE 2050 FUND
AIM Independence 2050 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2050 Fund is structured for investors whose target retirement date is around the year 2050. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                                65.00%
Foreign Equity Underlying Funds                                 25.00%
High Yield Fixed-Income Underlying Funds                         5.00%
Investment Grade Fixed-Income Underlying Funds                   0.00%
Real Estate-Related Underlying Funds                             5.00%
Money Market Underlying Funds                                    0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in domestic equity securities. The fund also invests in underlying funds that invest primarily in foreign equity securities and, to a lesser extent, in underlying funds that invest primarily in fixed-income securities.

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities as well as securities of real estate-related companies will decrease. Approximately three years after the year 2050, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

ALL FUNDS
The advisor uses a three-step process to create each fund's portfolio. The first step is to determine a fund's asset allocation strategy from among broad asset classes based on the fund's target retirement date, as indicated in the fund's name. The second step is to select the underlying funds to be held by a fund and to determine the target weightings of such underlying funds. The third step is the ongoing monitoring of a fund's asset class allocations, underlying funds and target weightings.

The advisor monitors the selection of underlying funds to ensure that they continue to conform to a fund's asset class allocations and will periodically rebalance a fund's investments in the underlying funds to keep them within their target weightings. The advisor may change a fund's asset class allocations, underlying funds or target weightings in the underlying funds without shareholder approval. Each fund will generally hold between 10 and 20 underlying funds.

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

A list of the underlying funds and their approximate target fund weightings as of January 31, 2007 is set forth below:

                          AIM               AIM               AIM               AIM               AIM               AIM
                     INDEPENDENCE      INDEPENDENCE      INDEPENDENCE      INDEPENDENCE      INDEPENDENCE      INDEPENDENCE
UNDERLYING FUND(S)     2050 FUND         2040 FUND         2030 FUND         2020 FUND         2010 FUND         NOW FUND
-----------------------------------------------------------------------------------------------------------------------------
DOMESTIC EQUITY
  UNDERLYING FUNDS
PowerShares FTSE
  RAFI US 1000
  Portfolio              12.00%            11.27%            10.25%             8.25%             7.25%             6.58%
-----------------------------------------------------------------------------------------------------------------------------
AIM Diversified
  Dividend Fund           8.00%             7.48%             6.75%             5.50%             4.75%             4.33%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  Dynamic Large
  Cap Growth
  Portfolio               5.00%             4.69%             4.25%             3.44%             3.00%             2.71%
-----------------------------------------------------------------------------------------------------------------------------
AIM Structured
  Growth Fund             5.00%             4.69%             4.25%             3.44%             3.00%             2.71%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  Dynamic Large
  Cap Value
  Portfolio               5.00%             4.69%             4.25%             3.44%             3.00%             2.71%
-----------------------------------------------------------------------------------------------------------------------------
AIM Structured
  Value Fund              5.00%             4.69%             4.25%             3.44%             3.00%             2.71%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares FTSE
  RAFI US 1500
  Small-Mid
  Portfolio               7.50%             6.98%             6.25%             4.25%             2.50%             2.17%
-----------------------------------------------------------------------------------------------------------------------------
AIM Trimark Small
  Companies Fund          5.00%             4.69%             4.25%             2.75%             1.50%             1.33%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  Dynamic Small
  Cap Growth
  Portfolio               6.25%             5.83%             5.25%             3.50%             2.00%             1.75%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  Dynamic Small
  Cap Value
  Portfolio               6.25%             5.83%             5.25%             3.50%             2.00%             1.75%
-----------------------------------------------------------------------------------------------------------------------------
FOREIGN EQUITY
  UNDERLYING FUNDS
AIM International
  Growth Fund             7.50%             6.98%             6.25%             4.63%             2.00%             1.58%
-----------------------------------------------------------------------------------------------------------------------------
AIM International
  Core Equity Fund       10.00%             9.37%             8.50%             6.25%             4.00%             3.08%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  International
  Dividend
  Achievers
  Portfolio               7.50%             6.98%             6.25%             4.63%             2.00%             1.58%
-----------------------------------------------------------------------------------------------------------------------------
REAL
  ESTATE-RELATED
  UNDERLYING FUNDS
AIM Global Real
  Estate Fund             5.00%             4.58%             4.00%             3.00%             0.00%             0.00%
-----------------------------------------------------------------------------------------------------------------------------
HIGH YIELD
  FIXED-INCOME
  UNDERLYING FUNDS
AIM High Yield
  Fund                    5.00%             7.10%            10.00%             9.00%             4.00%             2.66%
-----------------------------------------------------------------------------------------------------------------------------
AIM Floating Rate
  Fund                    0.00%             0.00%             0.00%             3.00%             5.00%             5.67%
-----------------------------------------------------------------------------------------------------------------------------
INVESTMENT GRADE FIXED-INCOME
  UNDERLYING FUNDS
AIM International
  Total Return
  Fund                    0.00%             0.00%             0.00%             2.50%             3.50%             3.67%
-----------------------------------------------------------------------------------------------------------------------------
AIM Total Return
  Bond Fund               0.00%             4.20%            10.00%            23.00%            22.50%            22.33%
-----------------------------------------------------------------------------------------------------------------------------
AIM Short Term
  Bond Fund               0.00%             0.00%             0.00%             2.50%            12.00%            16.02%
-----------------------------------------------------------------------------------------------------------------------------
AIM Intermediate
  Government Fund         0.00%             0.00%             0.00%             0.00%            13.00%             8.65%
-----------------------------------------------------------------------------------------------------------------------------
AIM Limited
  Maturity
  Treasury Fund           0.00%             0.00%             0.00%             0.00%             0.00%             2.68%
-----------------------------------------------------------------------------------------------------------------------------
MONEY MARKET
  UNDERLYING FUNDS
Liquid Assets
  Portfolio               0.00%             0.00%             0.00%             0.00%             0.00%             3.35%
-----------------------------------------------------------------------------------------------------------------------------
TOTAL                      100%              100%              100%              100%              100%              100%
-----------------------------------------------------------------------------------------------------------------------------

Note: The allocation percentages may not add to 100% due to rounding.

Each fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. Each fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. A fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, a fund may not achieve its investment objective.

Once the asset allocation of each of AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund (each, a target date fund) has become similar to the asset allocation of the AIM Independence Now Fund, the Board of Trustees may approve combining each such target date fund with the AIM Independence Now Fund if they determine that such a combination is in the best interests of the target date fund's shareholders. Such a combination will result in the shareholders of the target date fund owning shares of AIM Independence Now Fund rather than their target date fund. The advisor expects such a combination to occur within three years after a target date fund's target retirement date, as indicated in its name. Shareholders of the target date funds do not have

16


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

the power to vote on whether to approve these combinations, although they will be provided with advance notice in writing of any combination affecting their target date funds.
The following chart displays how the advisor expects the assets allocations for the funds to change as their target retirement dates approach. The actual asset allocations for the funds may differ from those shown in the chart below.

(CHART)

The following table is intended to help investors select an appropriate fund in which to invest, based upon their target retirement date.

TARGET
RETIREMENT DATE                                                          FUND
---------------                                                          ----
Retire before 2010                                             AIM Independence Now Fund
2010 - 2014                                                   AIM Independence 2010 Fund
2015 - 2024                                                   AIM Independence 2020 Fund
2025 - 2034                                                   AIM Independence 2030 Fund
2035 - 2044                                                   AIM Independence 2040 Fund
2045 - 2054                                                   AIM Independence 2050 Fund

RISKS

RISKS RELATED TO ALL FUNDS

The principal risks of investing in the funds are:

Fund of Funds Risk--Each fund pursues its investment objective by investing its assets in underlying funds rather than investing directly in stocks, bonds, cash or other investments. Each fund's investment performance depends on the investment performance of the underlying funds in which it invests. An investment in a fund, because it is a fund of funds, is subject to the risks associated with investments in the underlying funds in which the fund invests. Each fund will indirectly pay a proportional share of the asset-based fees of the underlying funds in which it invests.

There is a risk that the advisor's evaluations and assumptions regarding a fund's broad asset classes or the underlying funds in which a fund invests may be incorrect based on actual market conditions. In addition, at times the segment of the market represented by an underlying fund may be out of favor and under perform other segments (e.g. growth stocks). There is a risk that a 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, a 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 funds invest, and may be subject to potential conflicts of interest in selecting underlying funds because the advisor and/or PowerShares Capital, the advisor for PowerShares ETFs and an affiliate of the advisor, may receive higher fees from certain underlying funds than others. However, as a fiduciary to each fund, the advisor is required to act in the funds' best interest when selecting underlying funds.

Exchange-Traded Funds Risk--An investment by a fund in PowerShares ETFs generally presents the same primary risks as an investment in an AIM mutual fund. In addition, PowerShares ETFs may be subject to the following risks that do not apply to AIM mutual funds: (i) the market price of a PowerShares ETF's shares may trade above or below their net asset value; (ii) an active trading market for a PowerShares ETF's shares may not develop or be maintained; (iii) trading of a PowerShares ETF's shares may be halted if the listing exchange's officials deem such action appropriate; (iv) PowerShares ETFs are not actively managed and may not fulfill their objective of tracking the performance of the index they seek to track; (v) PowerShares ETFs would not necessarily sell a security because the issuer of the security was in financial trouble unless the security is removed from the index that the PowerShares ETF seeks to track, and
(vi) the value of an investment in PowerShares ETFs will decline,

17


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

more or less, in correlation with any decline in the value of the index they seek to track.

In addition, a significant percentage of certain PowerShares ETFs may be comprised of issuers in a single industry or sector of the economy. If the PowerShares ETF is focused on an industry or sector, it may present more risks than if it were broadly diversified over numerous industries or sectors of the economy.

Because each fund is a fund of funds, each fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

Market Risk--The prices of securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

Value Investing Risk--Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their value.

Growth Investing Risk--Growth stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.

Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized companies may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for an underlying fund to establish or close out a position in these securities at prevailing market prices.

Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor perceptions may decrease the values and liquidity of high yield securities.

Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, and may have relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions.

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

Developing Markets Securities Risk--The factors described above for "Foreign Securities Risk" 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 (i.e., those that are in the initial stages of their industrial cycle) 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.

Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

Leverage Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the portfolio had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

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

Active Trading Risk--Certain underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objective. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

Convertible Securities Risk--The vales of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

ADDITIONAL PRINCIPAL RISKS RELATED TO ALL FUNDS EXCEPT AIM INDEPENDENCE 2050 FUND

U.S. Government Obligations Risk--Certain 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 obligation, such as those of the former Student Loan Marketing Association; or
(iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to the 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 Risk--These provide a higher coupon at the time of purchase than current prevailing market interest rates. Certain underlying funds 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. 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 funds are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

ADDITIONAL PRINCIPAL RISK RELATED TO ALL FUNDS EXCEPT AIM INDEPENDENCE 2040 FUND AND AIM INDEPENDENCE 2050 FUND

Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying 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 underlying fund's use of the proceeds from the sale of the securities may be restricted pending a

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

determination by the other party or its trustee or receiver, whether to enforce the underlying fund's obligation to repurchase the securities.

ADDITIONAL PRINCIPAL RISKS RELATED TO AIM INDEPENDENCE NOW FUND, AIM INDEPENDENCE 2010 FUND, AND AIM INDEPENDENCE 2020 FUND

Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment of AIM Floating Rate Fund could cause greater fluctuations in its share price than would occur in a more diversified fund.

Prepayment Risk--The ability of an issuer of a floating rate loan or debt security to repay principal prior to maturity can limit the potential for gains by an underlying fund. Such prepayments may require the underlying fund to replace the loan or debt security with a lower yielding security. This may adversely affect the fund's yield.

Currency/Exchange Rate Risk--Certain underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

FUND MANAGEMENT

THE ADVISOR

AIM serves as each fund's investment advisor and manages the investment operations of each fund and has agreed to perform or arrange the performance of each fund's day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

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.

AIM Floating Rate Fund, one of the underlying funds of AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund, along with numerous unrelated funds and financial institutions, has been named as a defendant in two private civil lawsuits filed in the United States Bankruptcy Court, Southern District of New York. (Enron Corp. v. J.P.Morgan Securities, Inc., et al., Case No. 01-16034 (AJG) and Adelphia Communications Corp. and its Affiliate Debtors in Possession and Official Committee of Unsecured Creditors of Adelphia v. Bank of America, individually and as Agent for various Banks Party to Credit Agreements, et. al., Case No. 02-41729). These lawsuits seek, respectively, avoidance of certain payments made by Enron Corp. and avoidance of certain loans of Adelphia Communications Corp. The Enron lawsuit alleges that payments made to the fund and other creditors to prepay and/or redeem certain commercial paper prior to its maturity were preferential transfers. The amount sought to be recovered from the fund in the Enron lawsuit is the aggregate amount of the repurchases of Enron's commercial paper from the fund during the 90 days prior to the filing by Enron of bankruptcy petition (approximately $10 million) plus interest and Enron's court costs. The Adelphia lawsuit alleges that the purchasers of Adelphia's bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders. The amount sought to be recovered from the fund in the Adelphia lawsuit is not specified in such lawsuit. Adelphia has also filed a bankruptcy petition. Accordingly, any recoveries by the plaintiffs in these lawsuits may result in a corresponding claim against the respective bankruptcy estate, which may be paid in part through distributions under a plan of reorganization to the extent the claim is allowed under such plan.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

certain of the AIM funds, INVESCO Funds Group, Inc. (IFG) (the former investment advisor to certain AIM funds), AIM, A I M Distributors, Inc. (ADI) (the distributor of the retail AIM funds) and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

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

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the funds is available in the funds' Statement of Additional Information and will be available in the Funds' shareholder reports when issued.

PORTFOLIO MANAGER(S)

The funds are not actively managed, however, Gary K. Wendler, Director of Product Line Strategy and Investment Services 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 the funds since their inception in 2007 and has been associated with the advisor and/or its affiliates since 1995.

The underlying funds are index exchange-traded funds managed by an investment professional or mutual funds actively managed by individuals and teams of investment professionals.

The funds' Statement of Additional Information provides additional information about the portfolio manager's investments in the funds, a description of his compensation structure, and information regarding other accounts he manages.

OTHER INFORMATION

SALES CHARGES

Purchases of Class A shares of the funds are subject to the maximum 5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales Charges" in the "General Information--Initial Sales Charges (Class A Shares Only)" section of this prospectus. Certain purchases of Class A shares at net asset value may be subject to a contingent deferred sales charge. Purchases of Class B and Class C shares are subject to a contingent deferred sales charge. Certain purchases of Class R shares may be subject to a deferred sales charge. For more information on contingent deferred sales charges, see "General Information--Contingent Deferred Sales Charges (CDSCs)" section of this prospectus.

DIVIDENDS AND DISTRIBUTIONS

Each of the funds expect that its distributions, if any, will consist of both capital gains and ordinary income.

DIVIDENDS

AIM Independence Now fund generally declares and pays dividends, if any, quarterly. AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund generally declare and pay dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS

The funds generally distribute long-term and short-term capital gains, if any, annually.

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THE AIM FUNDS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds that are offered to retail investors. The following information is about all the AIM funds that offer retail share classes.

CHOOSING A SHARE CLASS

Each of the funds offer multiple classes of shares. Each class represents an interest in the same portfolio of investments. Certain classes have higher expenses than other classes which may lower the return on your investment when compared to a less expensive class. In deciding which class of shares to purchase, you should consider the following attributes of the various share classes, among other things: (i) the eligibility requirements that apply to purchases of a particular class, (ii) the initial sales charges and contingent deferred sales charges (CDSCs), if any, applicable to the class, (iii) the 12b-1 fee, if any, paid by the class, and (iv) any services you may receive from a financial intermediary. Please contact your financial advisor to assist you in making your decision. In addition to the share classes shown in the chart below, AIM Money Market Fund offers AIM Cash Reserve Shares and AIM Summit Fund offers Class P shares.

                                         AIM FUND RETAIL SHARE CLASSES
CLASS A              CLASS A3          CLASS B             CLASS C           CLASS R           INVESTOR CLASS
---------------------------------------------------------------------------------------------------------------
- Initial sales      - No initial      - No initial sales  - No initial      - No initial      - No initial
  charge which may     sales charge      charge              sales charge      sales charge      sales charge
  be waived or
  reduced

- Contingent         - No contingent   - Contingent        - Contingent      - Contingent      - No contingent
  deferred sales       deferred sales    deferred sales      deferred sales    deferred sales    deferred sales
  charge on certain    charge            charge on           charge on         charge on         charge
  redemptions                            redemptions         redemptions       certain
                                         within six years    within one        redemptions
                                                             year(3)

- 12b-1 fee of       - 12b-1 fee of    - 12b-1 fee of      - 12b-1 fee of    - 12b-1 fee of    - 12b-1 fee of
  0.25%(1)             0.25%             1.00%               1.00%(4)          0.50%             0.25%(1)

                     - Does not        - Converts to       - Does not        - Does not        - Does not
                       convert to        Class A shares      convert to        convert to        convert to
                       Class A shares    on or about the     Class A shares    Class A shares    Class A shares
                                         end of the month
                                         which is at
                                         least eight
                                         years after the
                                         date on which
                                         shares were
                                         purchased along
                                         with a pro rata
                                         portion of
                                         reinvested
                                         dividends and
                                         distributions(2)

- Generally more     - Available only  - Purchase orders   - Generally more  - Generally       - Generally
  appropriate for      through a         limited to          appropriate       available only    closed to new
  long-term            limited number    amounts less        for short-term    to employee       investors
  investors            of funds          than $100,000       investors         benefit plans
                                                           - Purchase
                                                             orders limited
                                                             to amounts
                                                             less
                                                             $1,000,000
---------------------------------------------------------------------------------------------------------------

(1) 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.

(2) Class B shares of AIM Money Market Fund convert to AIM Cash Reserve Shares.

(3) CDSC does not apply to redemption of Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you received Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund through an exchange from Class C shares from another AIM Fund that is still subject to a CDSC.

(4) Class C shares of AIM Floating Rate Fund have a 12b-1 fee of 0.75%.

SHARE CLASS ELIGIBILITY

CLASS A, A3, B, C AND AIM CASH RESERVE SHARES

Class A, A3, B, C and AIM Cash Reserve Shares are available to all retail investors, including individuals, trusts, corporations and other business and charitable organizations and employee benefit plans. The share classes offer different fee structures which are intended to compensate financial intermediaries for services provided in connection with the sale of shares and continued maintenance of the customer relationship. You should consider the services provided by your financial advisor and any other intermediaries who will be involved in the servicing of your account when choosing a share class.

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

CLASS P SHARES

In addition to the other share classes discussed herein, the AIM Summit Fund offers Class P shares, which were historically sold only through the AIM Summit Investors Plans I and II (the Summit Plans). Class P shares are sold with no initial sales charge and have a 12b-1 fee of 0.10%. However, Class P shares are not sold to members of the general public. Only shareholders who had accounts in the Summit Plans at the close of business on December 8, 2006, may purchase

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THE AIM FUNDS

Class P shares and only until the total of their combined investments in the Plans and in Class P shares directly equals the face amount of their former Plan under the 30 year extended investment option. The face amount of a Plan is the combined total of all scheduled monthly investments under the Plan. For a Plan with a scheduled monthly investment of $100.00, the face amount would have been $36,000.00 under the 30 year extended investment option.

CLASS R SHARES

Class R shares are generally available only to employee benefit plans. These may include, for example, retirement and deferred compensation plans maintained pursuant to Sections 401, 403, and 457 of the Code; nonqualified deferred compensation plans; health savings accounts maintained pursuant to Section 223 of the Code; and voluntary employees' beneficiary arrangements maintained pursuant to Section 501(c)(9) of the 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 Code in order to purchase Class R shares. Class R shares are generally not available for individual retirement accounts (IRAs) such as traditional, Roth, SEP, SAR-SEP and SIMPLE IRAs.

INVESTOR CLASS SHARES

Some of the funds offer Investor Class shares. Investor Class shares are sold with no initial sales charge and have a maximum 12b-1 fee of 0.25%. Investor Class shares are not sold to members of the general public. Only the following persons may purchase Investor Class shares:

- Investors who established accounts prior to April 1, 2002, in Investor Class shares who have continuously maintained an account in Investor Class shares (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons). These investors are referred to as "grandfathered investors."

- Customers of certain financial intermediaries which have had relationships with the funds' distributor or any funds that offered Investor Class shares prior to April 1, 2002, who have continuously maintained such relationships. These intermediaries are referred to as "grandfathered intermediaries."

- Employee benefit plans; provided, however, that 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 Code in order to purchase Investor Class shares, unless the plan is considered a grandfathered investor or the account is opened through a grandfathered intermediary. Investor Class shares are generally not available for IRAs, unless the IRA depositor is considered a grandfathered investor or the account is opened through a grandfathered intermediary.

- Any trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

DISTRIBUTION AND SERVICE (12B-1) FEES

Except as noted below, each fund has adopted a distribution plan pursuant to SEC Rule 12b-1. A 12b-1 plan allows a fund to pay distribution fees to A I M Distributors, Inc. (AIM Distributors) to compensate or reimburse, as applicable, AIM Distributors for its efforts in connection with the sale and distribution of the fund's shares and for services provided to shareholders, all or a substantial portion of which are paid to the dealer of record. Because the funds pay these fees out of their 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.

The following funds and share classes do not have 12b-1 plans:

- AIM Tax-Free Intermediate Fund, Class A shares.

- AIM Money Market Fund, Investor Class shares.

- AIM Tax-Exempt Cash Fund, Investor Class shares.

- Premier Portfolio, Investor Class shares.
- Premier U.S. Government Money Portfolio, Investor Class shares.

- Premier Tax-Exempt Portfolio, Investor Class shares.

INITIAL SALES CHARGES
(CLASS A SHARES ONLY)

The funds are grouped into four categories for determining initial sales charges. The "Other Information" section of each fund's prospectus will tell you the sales charge category in which the fund is classified. As used below, the term "offering price" with respect to all categories of Class A shares includes the initial sales charge.

CATEGORY I INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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 INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

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THE AIM FUNDS

CATEGORY III INITIAL SALES CHARGES

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

CATEGORY IV INITIAL SALES CHARGES

                                          INVESTOR'S
                                         SALES CHARGE
                                  ---------------------------
AMOUNT INVESTED                     AS A % OF      AS A % OF
IN A 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
-------------------------------------------------------------

CLASS A SHARES SOLD WITHOUT AN INITIAL SALES CHARGE

Certain categories of investors are permitted to purchase and certain intermediaries are permitted to sell Class A shares of the funds without an initial sales charge because their transactions involve little or no expense. The investors who are entitled to purchase Class A shares without paying an initial sales charge include the following:

- Any current or retired trustee, director, officer or employee of any fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any immediate family members of such persons).

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the funds (this includes any immediate family members of such persons).

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship).

- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account.

- Employee benefit plans; provided, however, that they meet at least one of the following requirements:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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.

- Any investor who maintains an account in Investor Class shares of a fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and immediate family members of such persons).

- Qualified Tuition Programs created and maintained in accordance with Section 529 of the Code.

- Insurance company separate accounts. No investor will pay an initial sales charge in the following circumstances:

- When buying Class A shares of AIM Tax-Exempt Cash Fund and Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund.

- When reinvesting dividends and distributions.

- When exchanging shares of one fund for shares of another fund with an equal or lower initial sales charge.

- As a result of a fund's merger, consolidation, or acquisition of the assets of another fund. Additional information regarding eligibility to purchase shares at reduced or without sales charges is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

REDUCED SALES CHARGES 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. Please consult the fund's Statement of Additional Information for details.

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

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THE AIM FUNDS

RIGHTS OF ACCUMULATION

You may combine your new purchases of Class A shares of a fund with other fund shares currently owned (Class A, B, C, P or R) and investments in the AIM College Savings Plan(R) 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. There may be other accounts that are eligible to be linked, as described in the fund's Statement of Additional Information. However, if the accounts are not registered in the same name with the same taxpayer identification number, you will have to contact the transfer agent to request that those accounts be linked. The transfer agent will not be responsible for identifying all accounts that may be eligible to be linked.

LETTERS OF INTENT

Under a Letter of Intent (LOI), you commit to purchase a specified dollar amount of Class A shares of one or more funds during a 13-month period. The amount you agree to purchase determines the initial sales charge you pay. If the full amount committed to in the LOI is not invested by the end of the 13-month period, your account will be assessed the higher initial sales charge that would normally be applicable to the amount actually invested.

REINSTATEMENT FOLLOWING REDEMPTION
If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested only into Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan. In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.
CONTINGENT DEFERRED SALES CHARGES (CDSCS)

CDSCS ON CLASS A SHARES AND AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND

You can purchase $1,000,000 or more (a Large Purchase) of Class A shares of Category I, II and IV funds without paying an initial sales charge. However, if you redeem these shares prior to 18 months after the date of purchase, they will be subject to a CDSC of 1%.

If you currently own Class A shares of a Category I, II or IV fund, and make additional purchases without paying an initial sales charge that result in account balances of $1,000,000 or more, the additional shares purchased will be subject to an 18-month, 1% CDSC.

If AIM Distributors pays a concession to the dealer of record in connection with a Large Purchase of Class A shares by an employee benefit plan, the Class A shares may be subject to a 1% CDSC if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.

If you acquire AIM Cash Reserve Shares of AIM Money Market Fund, Class A shares of AIM Tax-Exempt Cash Fund, Class A3 shares of AIM Limited Maturity Treasury Fund or AIM Tax-Free Intermediate Fund through an exchange involving Class A shares that were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC.

CDSCS ON 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 without paying an initial sales charge, your shares may be subject to a CDSC upon redemption in the following circumstances:

           SHARES
         INITIALLY                      SHARES HELD                    CDSC APPLICABLE UPON
         PURCHASED                   AFTER AN EXCHANGE                 REDEMPTION OF SHARES
         ---------                   -----------------                 --------------------
- Class A shares of any       - Class A shares of any Category   - 1% if shares are redeemed
  Category I, II or IV fund     I, II or IV fund                   within 18 months of initial
                              - AIM Cash Reserve Shares of AIM     purchase of any Category I, II
                                Money Market Fund                  or IV fund
                              - Class A Shares of AIM Tax-
                                Exempt Cash Fund
                              - Class A3 Shares of AIM Limited
                                Maturity Treasury Fund and AIM
                                Tax-Free Intermediate Fund

CDSCS ON CLASS B SHARES AND ON CLASS C SHARES OF FUNDS OTHER THAN AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class B and Class C shares are sold without an initial sales charge. However, they are subject to a CDSC. If you redeem your shares during the CDSC period, you will be assessed a CDSC as follows, unless you qualify for one of the CDSC exceptions outlined below:

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

CDSCS ON CLASS C SHARES -- EMPLOYEE BENEFIT PLAN

AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class C shares by an employee benefit plan; the Class C shares are subject to a 1.00% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the plan's initial purchase.


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THE AIM FUNDS

CDSCS ON CLASS C SHARES OF AIM LIBOR ALPHA FUND AND AIM SHORT TERM BOND FUND

Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund are not normally subject to a CDSC. However, if you acquired shares of those funds through an exchange, and the shares originally purchased were subject to a CDSC, the shares acquired as a result of the exchange will continue to be subject to that same CDSC. Conversely, if you acquire Class C shares of any other fund as a result of an exchange involving Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund that were not subject to a CDSC, then the shares acquired as a result of the exchange will not be subject to a CDSC.

CDSCS ON CLASS R SHARES

Class R shares are not normally subject to a CDSC. However, if AIM Distributors pays a concession to the dealer of record in connection with a purchase of Class R shares by an employee benefit plan, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all of the plan's shares are redeemed within one year from the date of the 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 net asset value, net of reinvested dividends and capital gains distributions. In determining whether to charge a CDSC, shares are accounted for on a first-in, first-out basis, which means that you will redeem shares on which there is no CDSC first and, then, shares in the order of their purchase.

CDSC EXCEPTIONS

Investors who own shares that are otherwise subject to a CDSC will not pay a CDSC in the following circumstances:

- 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.

- If you are the executor, administrator or beneficiary of an estate or are otherwise entitled to assets remaining in an account following the death or post-purchase disability of a shareholder or beneficial owner and you choose to redeem those shares. There are other circumstances under which you may be able to redeem shares without paying CDSCs. Additional information regarding CDSC exceptions is available on the Internet at www.aiminvestments.com, then click on the link for My Account, then Service Center, or consult the fund's Statement of Additional Information, which is available on that same website or upon request free of charge.

Shares acquired through the reinvestment of dividends and distributions are not subject to CDSCs.

The following share classes are sold with no CDSC:

- Class A shares of any Category III Fund.

- 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.

- Investor Class shares of any fund.

- Class P shares of AIM Summit Fund.

REDEMPTION FEES

Certain funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM Asia Pacific Growth Fund                                  AIM Global Value Fund
AIM China Fund                                                AIM Gold & Precious Metals Fund
AIM Developing Markets Fund                                   AIM High Yield Fund
AIM European Growth Fund                                      AIM International Allocation Fund
AIM European Small Company Fund                               AIM International Core Equity Fund
AIM Floating Rate Fund                                        AIM International Growth Fund
AIM Global Aggressive Growth Fund                             AIM International Small Company Fund
AIM Global Equity Fund                                        AIM International Total Return Fund
AIM Global Growth Fund                                        AIM Japan Fund
AIM Global Health Care Fund                                   AIM S&P 500 Index Fund
AIM Global Real Estate Fund                                   AIM Trimark Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis, which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund. The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

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THE AIM FUNDS

- Shares acquired through systematic purchase plans.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan to the trustee or custodian of another employee benefit plan.

Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions. Your shares also may be subject to a CDSC in addition to the redemption fee.

TEMPORARY REDEMPTION FEE FOR CLASS A SHARES OF AIM SELECT REAL ESTATE INCOME FUND

On March 12, 2007, AIM Select Real Estate Income Fund, a closed-end fund, was reorganized as an open-end fund. Shareholders of the Common Shares of the closed-end AIM Select Real Estate Income Fund received Class A shares of the open-end AIM Select Real Estate Income Fund in connection with the reorganization. If you redeem those shares received in connection with the reorganization, including redeeming by exchange, within 12 months following the date of the reorganization, you will be charged a 2.00% redemption fee.

This 2.00% redemption fee will not apply to Class A shares of the open-end AIM Select Real Estate Income Fund that are purchased after the reorganization. The redemption fee will be retained by the open-end AIM Select Real Estate Income Fund to offset transaction costs and other expenses associated with redemptions or exchanges. It is designed, in part, to stabilize outflows from the open-end AIM Select Real Estate Income Fund after the reorganization and to deter arbitrage trades by investors seeking to profit from the difference between the cost of purchasing Common Shares of the closed-end AIM Select Real Estate Income Fund at a discount to net asset value, and the proceeds of redeeming Class A shares of the open-end AIM Select Real Estate Fund at their net asset value following the reorganization. To the extent that arbitrage and other short-term trading still occurs, the redemption fee would protect AIM Select Real Estate Income Fund and its long-term shareholders by recouping some of the costs of the arbitrage-related redemptions and exchanges. The redemption fee may also offset to some extent some of the direct and indirect costs associated with the reorganization.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

MINIMUM INVESTMENTS

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

                                                                    INITIAL                                     ADDITIONAL
                                                                   INVESTMENT                                  INVESTMENTS
TYPE OF ACCOUNT                                                     PER FUND                                     PER FUND
-----------------------------------------------------------------------------------------------------------------------------
Wrap-fee accounts managed by your financial                           None                                        None
advisor
Employee benefit plans, SEP, SARSEP and SIMPLE IRA                    None                                        None
  plans
Any type of account if the investor is purchasing                    $  50                                         $50
shares through a
systematic purchase plan
IRAs, Roth IRAs and Coverdell ESAs                                    250                                           25
All other accounts                                                   1,000                                          50

AIM Distributors has the discretion to accept orders for lesser amounts.
-----------------------------------------------------------------------------------------------------------------------------

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THE AIM FUNDS

HOW TO PURCHASE SHARES

                                             OPENING AN ACCOUNT                              ADDING TO AN ACCOUNT
------------------------------------------------------------------------------------------------------------------------------
Through a Financial Advisor     Contact your financial advisor.                  Contact your financial advisor.

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

By Wire                         Mail completed account application to the        Call the transfer agent to receive a
                                transfer agent. Call the transfer agent at       reference number. Then, use the wire
                                (800) 959-4246 to receive a reference number.    instructions provided below.
                                Then, use the wire instructions provided
                                below.

Wire Instructions               Beneficiary Bank ABA/Routing #: 021000021
                                Beneficiary Account Number: 00100366807
                                Beneficiary Account Name: AIM Investment
                                Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #

By Telephone                    Open your account using one of the methods       Select the AIM Bank Connection--Servicemark--
                                described above.                                 option on your completed account application
                                                                                 or complete a Special Account Options Form.
                                                                                 Mail the application or form to the transfer
                                                                                 agent. Once the transfer agent has received
                                                                                 the form, call the transfer agent at the
                                                                                 number below to place your purchase order.

Automated Investor Line         Open your account using one of the methods       Call the AIM 24-hour Automated Investor Line
                                described above.                                 at 1-800-246-5463. You may place your order
                                                                                 after you have provided the bank instructions
                                                                                 that will be requested.

By Internet                     Open your account using one of the methods       Access your account at
                                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.
------------------------------------------------------------------------------------------------------------------------------

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.

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 per fund. You may stop the Systematic Purchase Plan at any time by giving the transfer agent notice ten days prior to your next scheduled withdrawal. Certain financial advisors and other intermediaries may also offer systematic purchase plans.

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic periodic exchanges, if permitted, from one fund to another fund or multiple other funds. 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. Certain financial advisors and other intermediaries may also offer dollar cost averaging programs. If you participate in one of these programs and it is the same or similar to AIM's Dollar Cost Averaging program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

AUTOMATIC DIVIDEND AND DISTRIBUTION INVESTMENT

All of your dividends and distributions may be paid in cash or reinvested in the same fund or another fund without paying an initial sales charge. Unless you specify otherwise, your dividends and distributions will automatically be reinvested in the same fund. You must comply with the following requirements to be eligible to invest your dividends and distributions in shares of another fund:

- Your account balance in the fund paying the dividend or distribution must be at least $5,000; and

- Your account balance in the fund receiving the dividend or distribution must be at least $500.

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. We may modify, suspend or terminate the Program at any time on 60 days prior written notice to participating investors. Certain financial advisors and other intermediaries may also offer portfolio

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THE AIM FUNDS

rebalancing programs. If you participate in one of these programs and it is the same as or similar to AIM's program, exchanges made under the program generally will not be counted toward the limitation of four exchanges out of a fund per calendar year, discussed below.

RETIREMENT PLANS SPONSORED BY AIM DISTRIBUTORS

AIM Distributors acts as the prototype sponsor for certain types of retirement plan documents. These plan documents are generally available to anyone wishing to invest plan assets in the funds. These documents are provided subject to terms, conditions and fees that vary by plan type. Contact your financial advisor or other intermediary for details.

REDEEMING SHARES

HOW TO REDEEM SHARES

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 net asset value. 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 in order to effect the redemption that day.

HOW TO REDEEM SHARES

Through a Financial Advisor or     Contact your financial advisor or
Other Intermediary                 intermediary (including your retirement plan
                                   administrator).

By Mail                            Send a written request to the transfer agent
                                   which includes:
                                   - Original signatures of all registered
                                   owners/trustees;
                                   - The dollar value or number of shares that
                                   you wish to redeem;
                                   - The name of the fund(s) and your account
                                   number; and
                                   - Signature guarantees, if necessary (see
                                   below).
                                   The transfer agent may require that you
                                   provide additional documentation, or
                                   information, such as corporate resolutions
                                   or powers of attorney, if applicable. If you
                                   are redeeming from an IRA or other type of
                                   retirement plan account, you must complete
                                   the appropriate distribution form.

By Telephone                       Call the transfer agent at 1-800-959-4246.
                                   You will be allowed to redeem by telephone
                                   if:
                                   - Your redemption proceeds are to be mailed
                                   to your address on record (and there has
                                   been no change in your address of record
                                     within the last 30 days) or transferred
                                     electronically to a pre-authorized
                                     checking account;
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have not previously declined the
                                   telephone redemption privilege.
                                   You may, in limited circumstances, initiate
                                   a redemption from an AIM IRA account by
                                   telephone. Redemptions from other types of
                                   retirement plan accounts may be initiated
                                   only in writing and require the completion
                                   of the appropriate distribution form.

Automated Investor Line            Call the AIM 24-hour Automated Investor Line
                                   at 1-800-246-5463. You may place your
                                   redemption order after you have provided the
                                   bank instructions that will be requested.

By Internet                        Place your redemption request at
                                   www.aiminvestments.com. You will be allowed
                                   to redeem by Internet if:
                                   - You do not hold physical share
                                   certificates;
                                   - You can provide proper identification
                                   information;
                                   - Your redemption proceeds do not exceed
                                   $250,000 per fund; and
                                   - You have already provided proper bank
                                   information.
                                   Redemptions from most retirement plan
                                   accounts may be initiated only in writing
                                   and require the completion of the
                                   appropriate distribution form.


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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If you redeem shares recently purchased by check or ACH, you may be required to wait up to ten business days before we send your redemption proceeds. This delay is necessary to ensure that the purchase has cleared. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

Redemption checks are mailed to your address of record, via first class U.S. mail, unless you make other arrangements with the transfer agent.

We use reasonable procedures to confirm that instructions communicated via telephone and the Internet are genuine, and we are not liable for losses arising from actions taken in accordance with instructions that are reasonably believed to be genuine.

SYSTEMATIC WITHDRAWALS

You may arrange for regular periodic withdrawals from your account in amounts equal to or greater than $50 per fund. We will redeem the appropriate number of shares from your account to provide redemption proceeds in the amount requested. You must have an account balance of at least $5,000 in order to establish a Systematic Redemption Plan. You can stop this plan at any time by giving ten days prior notice to the transfer agent.

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THE AIM FUNDS

EXPEDITED REDEMPTIONS (AIM CASH RESERVE SHARES OF AIM MONEY MARKET FUND ONLY)

If you place your redemption order before 11:30 a.m. Eastern Time and request an expedited redemption, we will transmit payment of redemption proceeds on that same day via federal wire to a bank of record on your account. 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 will transmit payment on the next business day.

CHECK WRITING

The transfer agent provides check writing privileges for accounts in the following funds and share classes:

- AIM Money Market Fund, AIM Cash Reserve Shares and Investor Class shares

- AIM Tax-Exempt Cash Fund, Class A shares and Investor Class shares

- Premier Portfolio, Investor Class shares

- Premier Tax-Exempt Portfolio, Investor Class shares

- Premier U.S. Government Money Portfolio, Investor Class shares 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. Checks are not eligible to be converted to ACH by the payee. You may not give authorization to a payee by phone to debit your account by ACH for a debt owed to the payee.

SIGNATURE GUARANTEES

We require a signature guarantee in the following circumstances:

- When your redemption proceeds will equal or exceed $250,000 per fund.

- When you request that redemption proceeds be paid to someone other than the registered owner of the account.

- When you request that redemption proceeds be sent somewhere other than the address of record or bank of record on the account.

- When you request that redemption proceeds 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 different types 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 to determine whether the signature guarantee offered will be sufficient to cover the value of your transaction request.

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 INITIATED BY THE FUNDS

If your account (Class A, A3, B, C, P 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 for three consecutive months, 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 or by initiating a Systematic Purchase Plan.

If the fund determines that you have not provided a correct Social Security or other tax identification 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. Accordingly, the procedures and processes applicable to redemptions of fund shares, as discussed under the heading "Redeeming Shares" above, will apply. Before requesting an exchange, review the prospectus of the fund you wish to acquire.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

PERMITTED EXCHANGES

Except as otherwise provided below under "Exchanges Not Permitted", you generally may exchange your shares for shares of the same class of another fund. The following below shows permitted exchanges:

----------------------------------------------------------------------------------------------
EXCHANGE FROM                                             EXCHANGE TO
----------------------------------------------------------------------------------------------
AIM Cash Reserve Shares                       Class A, A3, B, C, R, Investor Class
Class A                               Class A, A3, Investor Class, AIM Cash Reserve Shares
Class A3                              Class A, A3, Investor Class, AIM Cash Reserve Shares
Investor Class                                    Class A, A3, Investor Class
Class P                                       Class A, A3, AIM Cash Reserve Shares
Class B                                                     Class B
Class C                                                     Class C
Class R                                                     Class R
----------------------------------------------------------------------------------------------

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THE AIM FUNDS

EXCHANGES NOT PERMITTED

The following exchanges are not permitted:

- Investor Class shares cannot be exchanged for Class A shares of any fund which offers Investor Class shares.

- Exchanges into Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund (also known as the Category III funds) are not permitted.

- Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund cannot be exchanged for Class A3 Shares of those funds.

- AIM Cash Reserve Shares cannot be exchanged for Class B, C or R shares if the shares being exchanged were acquired by exchange from Class A shares of any fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year (other than the money market funds); provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held 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.

- Generally, exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant). Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

There is no limit on the number of exchanges out of AIM Limited Maturity Treasury Fund, AIM Money Market Fund, AIM Tax-Exempt Cash Fund, Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

INITIAL SALES CHARGES AND CDSCS APPLICABLE TO EXCHANGES

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.

RIGHTS RESERVED BY THE FUNDS

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 related to the purchase, redemption or exchange of shares of any fund.

- Reject or cancel any request to establish a Systematic Purchase Plan, Systematic Redemption Plan or Portfolio Rebalancing Program.

- 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 unavailable or unreliable at their fair value in good faith using procedures approved by the Boards of Trustees of the funds (collectively, the Board). Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

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

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THE AIM FUNDS

ing 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

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

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.

Swap Agreements. Swap Agreements are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day. AIM Money Market Fund also determines its net asset value as of 12:00 noon Eastern Time on each business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio determine the net asset value of their shares every fifteen minutes on each business day, beginning at 8:00 a.m. Eastern Time. The last net asset value determination on any business day for Premier Portfolio and Premier U.S. Government Money Portfolio will generally occur at 5:30 p.m. Eastern Time, and the last net asset value determination on any business day for Premier Tax-Exempt Portfolio will generally occur at 4:30 p.m. Eastern Time. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio are authorized not to open for trading on a day that is otherwise a business day if the Federal Reserve Bank of New York

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THE AIM FUNDS

and the Bank of New York, the fund's custodian, are not open for business or the Securities Industry and Financial Markets Association (SIFMA) recommends that government securities dealers not open for trading and any such day will not be considered a business day. Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio also may close early on a business day if SIFMA recommends that government securities dealers close early. If Premier Portfolio, Premier Tax-Exempt Portfolio or Premier U.S. Government Money Portfolio uses its discretion to close early on a business day, the last net asset value calculation will occur as of the time of such closing.

From time to time and in circumstances deemed appropriate by AIM in its sole discretion, each of Premier Portfolio, Premier Tax-Exempt Portfolio and Premier U.S. Government Money Portfolio may remain open for business, during customary business day hours, on a day that the NYSE is closed for business. In such event, on such day you will be permitted to purchase or redeem shares of such funds and net asset values will be calculated for such funds.

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 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 the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

PAYMENTS TO FINANCIAL ADVISORS
The financial advisor or intermediary through which you purchase your shares may receive all or a portion of the sales charges and distribution fees discussed above. In addition to those payments, AIM Distributors or one or more of its corporate affiliates (collectively, AIM 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 payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources, from AIM Distributors' retention of initial sales charges and from payments to AIM Distributors made by the funds under their 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 AIM Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the funds on the financial advisor's funds sales system, 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. These payments are

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THE AIM FUNDS

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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based 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. Payments may also be calculated based 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 0.25% 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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 Board has 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.

The AIM Affiliates currently use the following tools designed to discourage excessive short-term trading in the retail funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather than the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

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THE AIM FUNDS

forth above. Please consult your financial advisor or other intermediary for details.

Money Market Funds. The Board 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 Board considered the risks of not having a specific policy that limits frequent purchases and redemptions, and determined that those risks were minimal. Nonetheless, to the extent that a money market fund must maintain additional cash and/or securities with short-term durations in greater amounts than may otherwise be required or borrow to honor redemption requests, the money market fund's yield could be negatively impacted.

The Board does 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 seek to maintain a constant net asset value. As a result, there are no price arbitrage opportunities.

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

TRADE ACTIVITY MONITORING

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, 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 AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year (other than the money market funds), 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.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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 FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

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OBTAINING ADDITIONAL INFORMATION

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

If you have questions about the funds, another fund in The AIM Family of Funds--Registered Trademark-- or your account, or wish to obtain free copies of the funds' 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

Each fund's most recent portfolio holdings, as filed
on Form N-Q, are also available at
http://www.aiminvestments.com.

You can also review and obtain copies of the funds' SAI, financial reports, the funds' Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Independence Now Fund
AIM Independence 2010 Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
SEC 1940 Act file number: 811-02699

AIMinvestments.com     IND-PRO-1             [AIM INVESTMENTS LOGO APPEARS HERE]
                                                   --Registered Trademark--

                                                       AIM INDEPENDENCE NOW FUND
                                                      AIM INDEPENDENCE 2010 FUND
                                                      AIM INDEPENDENCE 2020 FUND
                                                      AIM INDEPENDENCE 2030 FUND
                                                      AIM INDEPENDENCE 2040 FUND
                                                      AIM INDEPENDENCE 2050 FUND

                                                                     PROSPECTUS

                                                                    MAY 1, 2007

INSTITUTIONAL CLASSES

AIM Independence Now Fund's investment objective is current income and, as a secondary objective, capital appreciation.

AIM Independence 2010 Fund's, AIM Independence 2020 Fund's, AIM Independence 2030 Fund's, AIM Independence 2040 Fund's and AIM Independence 2050 Fund's investment objectives are to provide capital appreciation and current income, consistent with their current asset allocation strategies.


This prospectus contains important information about the Institutional Class shares of the funds. Please read it before investing and keep it for future reference.

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

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



INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050


TABLE OF CONTENTS

RISK/RETURN SUMMARY                                  1
------------------------------------------------------
PERFORMANCE INFORMATION                              3
------------------------------------------------------
FEE TABLE AND EXPENSE EXAMPLE                        4
------------------------------------------------------
Fee Table                                            4

Expense Example                                      4

HYPOTHETICAL INVESTMENT AND EXPENSE
  INFORMATION                                        5

------------------------------------------------------
INVESTMENT OBJECTIVES, STRATEGIES AND
  RISKS                                              7
------------------------------------------------------
Objectives and Strategies                            7

Risks                                               10
DISCLOSURE OF PORTFOLIO HOLDINGS                    13
------------------------------------------------------
FUND MANAGEMENT                                     14
------------------------------------------------------
The Advisor                                         14

Advisor Compensation                                14

Portfolio Manager(s)                                14

OTHER INFORMATION                                   15
------------------------------------------------------
Dividends and Distributions                         15

Suitability for Investors                           15

GENERAL INFORMATION                                A-1
------------------------------------------------------
Purchasing Shares                                  A-1

Redeeming Shares                                   A-1

Exchanging Shares                                  A-3

Rights Reserved by the Funds                       A-3

Payments to Financial Advisors                     A-3

Excessive Short-Term Trading Activity
  (Market Timing) Disclosures                      A-4

Pricing of Shares                                  A-5

Taxes                                              A-6

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

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

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



INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

RISK/RETURN SUMMARY

INVESTMENT OBJECTIVES

AIM Independence Now Fund............. AIM Independence Now Fund's investment
                                       objective is current income and, as a
                                       secondary objective, capital
                                       appreciation.


AIM Independence 2010 Fund............ AIM Independence 2010 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

AIM Independence 2020 Fund............ AIM Independence 2020 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

AIM Independence 2030 Fund............ AIM Independence 2030 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

AIM Independence 2040 Fund............ AIM Independence 2040 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

AIM Independence 2050 Fund............ AIM Independence 2050 Fund's investment
                                       objective is to provide capital
                                       appreciation and current income,
                                       consistent with its current asset
                                       allocation strategy.

PRIMARY INVESTMENT STRATEGIES

All Funds............................. Each fund is a "fund of funds" and
                                       invests its assets in underlying funds
                                       rather than directly in individual
                                       securities. The underlying funds in which
                                       the funds invest are mutual funds (AIM
                                       mutual funds) advised by A I M Advisors,
                                       Inc. (the advisor or AIM) and
                                       exchange-traded funds (PowerShares ETFs)
                                       advised by PowerShares Capital Management
                                       LLC (PowerShares Capital). The funds and
                                       the underlying funds in which they invest
                                       are part of the same group of investment
                                       companies. AIM and PowerShares Capital
                                       are affiliates of each other as they are
                                       both indirect wholly-owned subsidiaries
                                       of AMVESCAP PLC.

AIM Independence Now Fund............. The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy that is appropriate for
                                       investors who have reached their target
                                       retirement date.

AIM Independence 2010 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2010. This asset allocation
                                       strategy becomes increasingly
                                       conservative over time until
                                       approximately three years after the year
                                       2010, when its asset allocation is
                                       anticipated to be similar to that of the
                                       AIM Independence Now Fund.

AIM Independence 2020 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2020. This asset allocation
                                       strategy

1


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

                                       becomes increasingly conservative over
                                       time until approximately three years
                                       after the year 2020, when its asset
                                       allocation is anticipated to be similar
                                       to that of the AIM Independence Now Fund.

AIM Independence 2030 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2030. This asset allocation
                                       strategy becomes increasingly
                                       conservative over time until
                                       approximately three years after the year
                                       2030, when its asset allocation is
                                       anticipated to be similar to that of the
                                       AIM Independence Now Fund.

AIM Independence 2040 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2040. This asset allocation
                                       strategy becomes increasingly
                                       conservative over time until
                                       approximately three years after the year
                                       2040, when its asset allocation is
                                       anticipated to be similar to that of the
                                       AIM Independence Now Fund.

AIM Independence 2050 Fund............ The fund seeks to meet its investment
                                       objective by building a portfolio of
                                       underlying funds. The advisor allocates
                                       the fund's assets among the underlying
                                       funds according to an asset allocation
                                       strategy designed to maximize return with
                                       an appropriate risk level for investors
                                       whose target retirement date is around
                                       the year 2050. This asset allocation
                                       strategy becomes increasingly
                                       conservative over time until
                                       approximately three years after the year
                                       2050, when its asset allocation is
                                       anticipated to be similar to that of the
                                       AIM Independence Now Fund.

PRINCIPAL RISKS....................... Each fund's investment performance
                                       depends on the investment performance of
                                       the underlying funds in which it invests.
                                       An investment in a fund, because it is a
                                       fund of funds, is subject to the risks
                                       associated with investments the
                                       underlying funds in which the fund
                                       invests.

                                       Among the principal risks of investing in
                                       the funds and the underlying funds, which
                                       could adversely affect a fund's net asset

value, yield and total return, are:

All Funds.............................      Fund of Funds Risk           Exchange-Traded Funds Risk
                                            Market Risk                  Value Investing Risk
                                            Growth Investing Risk        Equity Securities Risk
                                            Market Capitalization Risk   Interest Rate Risk
                                            Credit Risk                  High Yield Risk
                                            Foreign Securities Risk      Developing Markets Securities
                                                                         Risk
                                            Derivatives Risk             Leverage Risk
                                            Repurchase Agreement Risk    Active Trading Risk
                                            Convertible Securities       Reinvestment Risk
                                            Risk

Additional Principal Risks Related to
all Funds Except AIM Independence 2050

Fund.................................. U.S. Government Obligations Risk


                                       High-Coupon U.S. Government Agency
                                       Mortgage-Backed Securities Risk

2


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

Additional Principal Risks Related to all Funds Except AIM
Independence 2040 Fund and AIM Independence 2050 Fund......      Dollar Roll Transaction Risk

Additional Principal Risks Related to AIM Independence Now
Fund, AIM Independence 2010 Fund, AIM Independence 2020
Fund.......................................................      Non-Diversification Risk    Prepayment Risk
                                                                 Currency/Exchange Rate Risk

                                                                 Please see "Investment Objectives, Strategies and
                                                                 Risks" for a description of these risks.

                                                                 There is a risk that you could lose all or a portion
                                                                 of your investment in a fund and that the income you
                                                                 may receive from your investment may vary. The value
                                                                 of your investment in a fund will rise and fall with
                                                                 the prices of the securities held by the underlying
                                                                 funds in which the fund invests. 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 governmental agency.

PERFORMANCE INFORMATION

No performance information is available for the funds because they have not yet completed a full calender year of operations. In the future, the funds will disclose performance information in a bar chart and performance table. Such disclosure will give some indication of the risks of an investment in the funds by comparing the funds' performance with a broad measure of market performance and by showing changes in the funds' performance from year to year.

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

FEE TABLE AND EXPENSE EXAMPLE

FEE TABLE

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

SHAREHOLDER FEES
-----------------------------------------------------------------------------------------------------------------------------
(fees paid directly from              INDEPENDENCE   INDEPENDENCE   INDEPENDENCE   INDEPENDENCE   INDEPENDENCE   INDEPENDENCE
your investment)                        NOW            2010           2020           2030           2040           2050
-----------------------------------------------------------------------------------------------------------------------------
Maximum Sales Charge (Load)
Imposed on Purchases (as a
percentage of offering price)             None           None           None           None           None           None

Maximum Deferred Sales Charge (Load)
(as a percentage of original
purchase price or redemption
proceeds, whichever is less)              None           None           None           None           None           None
-----------------------------------------------------------------------------------------------------------------------------

ANNUAL FUND OPERATING EXPENSES(1)
-----------------------------------------------------------------------------------------------------------------------------
(expenses that are deducted           INDEPENDENCE   INDEPENDENCE   INDEPENDENCE   INDEPENDENCE   INDEPENDENCE   INDEPENDENCE
from fund assets)                       NOW            2010           2020           2030           2040           2050
-----------------------------------------------------------------------------------------------------------------------------
Management Fees                           0.00%          0.00%          0.00%          0.00%          0.00%          0.00%

Distribution and/or Service (12b-1)
  Fees                                    0.00           0.00           0.00           0.00           0.00           0.00

Other Expenses(2,3)                       2.48           0.97           0.33           0.53           0.97           1.28

Acquired Fund Fees and Expenses(2,4)      0.69           0.73           0.76           0.76           0.77           0.77

Total Annual Fund Operating Expenses      3.17           1.70           1.09           1.29           1.74           2.05

Fee Waiver(3)                             2.32           0.80           0.09           0.29           0.69           1.00

Net Annual Fund Operating Expenses        0.85           0.90           1.00           1.00           1.05           1.05
-----------------------------------------------------------------------------------------------------------------------------

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

(2) Other Expenses and Acquired Fund Fees and Expenses are based on estimated amounts for the current fiscal year.

(3) The advisor has contractually agreed to waive advisory fees and/or reimburse expenses to the extent necessary to limit Other Expenses (excluding certain items discussed below) to 0.16%, 0.17%, 0.24%, 0.24%, 0.28% and 0.28% of the Institutional class shares of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund, 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 Other Expenses to exceed the numbers reflected above: (i) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the fund's Board of Trustees; and (vi) expenses that the fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the expense offset arrangements from which the fund may benefit are in the form of credits that the fund receives from banks where the fund or its transfer agent has deposit accounts in which it holds uninvested cash. Those credits are used to pay certain expenses incurred by the fund. This expense limitation agreement is in effect through at least June 30, 2008.

(4) Acquired Fund Fees and Expenses are not fees or expenses incurred by the fund directly but are expenses of the investment companies in which the fund invests. You incur these fees and expenses indirectly through the valuation of the fund's investment in those investment companies. The impact of the Acquired Fund Fees and Expenses are included in the total returns of the fund.

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

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 expense example assumes you:
(i) invest $10,000 in the fund for the time periods indicated;
(ii) redeem all of your shares at the end of the periods indicated;

(iii) earn a 5% return on your investment before operating expenses each year; and

(iv) incur the same amount in operating expenses each year (after giving effect to any applicable 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
---------------------------------------------------------------------------------
Independence Now                                                $ 87       $759
Independence 2010                                                 92        458
Independence 2020                                                102        338
Independence 2030                                                102        380
Independence 2040                                                107        481
Independence 2050                                                107        546
---------------------------------------------------------------------------------

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

HYPOTHETICAL INVESTMENT AND EXPENSE INFORMATION

The settlement agreement between A I M Advisors, Inc. and certain of its affiliates and the New York Attorney General requires A I M Advisors, Inc. and certain of its affiliates to provide certain hypothetical information regarding investment and expense information. The chart below is intended to reflect the annual and cumulative impact of the funds' expenses, including investment advisory fees and other fund costs, on the funds' return over a 10-year period. The example reflects the following:

- You invest $10,000 in a fund and hold it for the entire 10 year period;
- Your investment has a 5% return before expenses each year; and

- Each Fund's current annual expense ratios include any applicable contractual fee waiver or expense reimbursement for the period committed and includes the estimated indirect expenses of the underlying funds.

There is no assurance that the annual expense ratio will be the expense ratio for the funds' Institutional classes for any of the years shown. To the extent that A I M Advisors, Inc. and certain of its affiliates make any fee waivers and/or expense reimbursements pursuant to a voluntary arrangement, your actual expenses may be less. This is only a hypothetical presentation made to illustrate what expenses and returns would be under the above scenarios, your actual returns and expenses are likely to differ (higher or lower) from those shown below.

AIM INDEPENDENCE NOW FUND --
INSTITUTIONAL CLASS                YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       0.85%        3.17%        3.17%        3.17%        3.17%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       4.15%        6.06%        8.00%        9.97%       11.99%
End of Year Balance............  $10,415.00   $10,605.59   $10,799.68   $10,997.31   $11,198.56
Estimated Annual Expenses......  $    86.76   $   333.18   $   339.27   $   345.48   $   351.80
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE NOW FUND --
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
Annual Expense Ratio(1)........       3.17%        3.17%        3.17%        3.17%        3.17%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      14.03%       16.12%       18.25%       20.41%       22.61%
End of Year Balance............  $11,403.50   $11,612.18   $11,824.68   $12,041.07   $12,261.43
Estimated Annual Expenses......  $   358.24   $   364.80   $   371.47   $   378.27   $   385.19
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010 FUND --
INSTITUTIONAL CLASS                YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       0.90%        1.70%        1.70%        1.70%        1.70%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       4.10%        7.54%       11.08%       14.75%       18.54%
End of Year Balance............  $10,410.00   $10,753.53   $11,108.40   $11,474.97   $11,853.65
Estimated Annual Expenses......  $    91.85   $   179.89   $   185.83   $   191.96   $   198.29
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2010 FUND --
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.70%        1.70%        1.70%        1.70%        1.70%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      22.45%       26.49%       30.66%       34.97%       39.43%
End of Year Balance............  $12,244.82   $12,648.90   $13,066.31   $13,497.50   $13,942.92
Estimated Annual Expenses......  $   204.84   $   211.60   $   218.58   $   225.79   $   233.24
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020 FUND --
INSTITUTIONAL CLASS                YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.00%        1.09%        1.09%        1.09%        1.09%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       4.00%        8.07%       12.29%       16.68%       21.24%
End of Year Balance............  $10,400.00   $10,806.64   $11,229.18   $11,668.24   $12,124.47
Estimated Annual Expenses......  $   102.00   $   115.58   $   120.10   $   124.79   $   129.67
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2020 FUND --
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.09%        1.09%        1.09%        1.09%        1.09%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      25.99%       30.91%       36.03%       41.35%       46.88%
End of Year Balance............  $12,598.54   $13,091.14   $13,603.00   $14,134.88   $14,687.55
Estimated Annual Expenses......  $   134.74   $   140.01   $   145.48   $   151.17   $   157.08
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030 FUND --
INSTITUTIONAL CLASS                YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.00%        1.29%        1.29%        1.29%        1.29%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       4.00%        7.86%       11.86%       16.01%       20.31%
End of Year Balance............  $10,400.00   $10,785.84   $11,185.99   $11,601.00   $12,031.39
Estimated Annual Expenses......  $   102.00   $   136.65   $   141.72   $   146.98   $   152.43
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2030 FUND --
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.29%        1.29%        1.29%        1.29%        1.29%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      24.78%       29.41%       34.21%       39.19%       44.35%
End of Year Balance............  $12,477.76   $12,940.68   $13,420.78   $13,918.69   $14,435.08
Estimated Annual Expenses......  $   158.08   $   163.95   $   170.03   $   176.34   $   182.88
-----------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

5


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

AIM INDEPENDENCE 2040 FUND --
INSTITUTIONAL CLASS                YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.05%        1.74%        1.74%        1.74%        1.74%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.95%        7.34%       10.84%       14.45%       18.18%
End of Year Balance............  $10,395.00   $10,733.88   $11,083.80   $11,445.13   $11,818.24
Estimated Annual Expenses......  $   107.07   $   183.82   $   189.81   $   196.00   $   202.39
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2040 FUND --
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.74%        1.74%        1.74%        1.74%        1.74%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      22.04%       26.01%       30.12%       34.36%       38.74%
End of Year Balance............  $12,203.52   $12,601.35   $13,012.16   $13,436.35   $13,874.38
Estimated Annual Expenses......  $   208.99   $   215.80   $   222.84   $   230.10   $   237.60
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050 FUND --
INSTITUTIONAL CLASS                YEAR 1       YEAR 2       YEAR 3       YEAR 4       YEAR 5
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       1.05%        2.05%        2.05%        2.05%        2.05%
Cumulative Return Before
  Expenses.....................       5.00%       10.25%       15.76%       21.55%       27.63%
Cumulative Return After
  Expenses.....................       3.95%        7.02%       10.17%       13.42%       16.77%
End of Year Balance............  $10,395.00   $10,701.65   $11,017.35   $11,342.36   $11,676.96
Estimated Annual Expenses......  $   107.07   $   216.24   $   222.62   $   229.19   $   235.95
-----------------------------------------------------------------------------------------------

AIM INDEPENDENCE 2050 FUND --
INSTITUTIONAL CLASS                YEAR 6       YEAR 7       YEAR 8       YEAR 9      YEAR 10
-----------------------------------------------------------------------------------------------
Annual Expense Ratio(1)........       2.05%        2.05%        2.05%        2.05%        2.05%
Cumulative Return Before
  Expenses.....................      34.01%       40.71%       47.75%       55.13%       62.89%
Cumulative Return After
  Expenses.....................      20.21%       23.76%       27.41%       31.17%       35.04%
End of Year Balance............  $12,021.43   $12,376.07   $12,741.16   $13,117.02   $13,503.98
Estimated Annual Expenses......  $   242.91   $   250.07   $   257.45   $   265.05   $   272.87
-----------------------------------------------------------------------------------------------

(1) Your actual expenses may be higher or lower than those shown.

6


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

INVESTMENT OBJECTIVES, STRATEGIES AND RISKS

OBJECTIVES AND STRATEGIES

AIM INDEPENDENCE NOW FUND

AIM Independence Now Fund's investment objective is current income and, as a secondary objective, capital appreciation. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence Now Fund is structured for investors who have reached their target retirement date. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                              28.73%
Foreign Equity Underlying Funds                                6.24%
High Yield Fixed-Income Underlying Funds                       8.33%
Investment Grade Fixed-Income Underlying Funds                53.35%
Real Estate-Related Underlying Funds                           0.00%
Money Market Underlying Funds                                  3.35%

The fund's asset allocation strategy emphasizes underlying funds that invest primarily in fixed-income securities. The fund also invests in underlying funds that invest primarily in domestic equity securities and, to a lesser extent, in underlying funds that invest primarily in foreign equity securities and in underlying funds that are money market funds.

AIM INDEPENDENCE 2010 FUND
AIM Independence 2010 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2010 Fund is structured for investors whose target retirement date is around the year 2010. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                              32.00%
Foreign Equity Underlying Funds                                8.00%
High Yield Fixed-Income Underlying Funds                       9.00%
Investment Grade Fixed-Income Underlying Funds                51.00%
Real Estate-Related Underlying Funds                           0.00%
Money Market Underlying Funds                                  0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in fixed-income securities. The fund also invests in underlying funds that invest primarily in domestic equity securities and, to a lesser extent, in underlying funds that invest primarily in foreign equity securities.

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities will decrease. Approximately three years after the year 2010, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

AIM INDEPENDENCE 2020 FUND

AIM Independence 2020 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2020 Fund is structured for investors whose target retirement date is around the year 2020. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                              41.50%
Foreign Equity Underlying Funds                               15.50%
High Yield Fixed-Income Underlying Funds                      12.00%
Investment Grade Fixed-Income Underlying Funds                28.00%
Real Estate-Related Underlying Funds                           3.00%
Money Market Underlying Funds                                  0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in fixed-income securities and underlying funds that invest primarily in domestic equity securities. The fund also invests in underlying funds that invest primarily in foreign equity securities.

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities as well as securities of real estate-related companies will decrease. Approximately three years after the year 2020, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

AIM INDEPENDENCE 2030 FUND

AIM Independence 2030 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2030 Fund is structured for investors whose target retirement date is around the year 2030. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                              55.00%
Foreign Equity Underlying Funds                               21.00%
High Yield Fixed-Income Underlying Funds                      10.00%
Investment Grade Fixed-Income Underlying Funds                10.00%
Real Estate-Related Underlying Funds                           4.00%
Money Market Underlying Funds                                  0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in domestic equity securities. The fund also invests in underlying funds that invest primarily in fixed-income securities and underlying funds that invest primarily in foreign equity securities.

7


INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities as well as securities of real estate-related companies will decrease. Approximately three years after the year 2030, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

AIM INDEPENDENCE 2040 FUND

AIM Independence 2040 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2040 Fund is structured for investors whose target retirement date is around the year 2040. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                              60.80%
Foreign Equity Underlying Funds                               23.32%
High Yield Fixed-Income Underlying Funds                       7.10%
Investment Grade Fixed-Income Underlying Funds                 4.20%
Real Estate-Related Underlying Funds                           4.58%
Money Market Underlying Funds                                  0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in domestic equity securities. The fund also invests in underlying funds that invest primarily in foreign equity securities and, to a lesser extent, in underlying funds that invest primarily in fixed-income securities.

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities as well as securities of real estate-related companies will decrease. Approximately three years after the year 2040, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

AIM INDEPENDENCE 2050 FUND

AIM Independence 2050 Fund's investment objective is to provide capital appreciation and current income, consistent with its current asset allocation strategy. The fund's investment objective may be changed by the Board of Trustees without shareholder approval.

AIM Independence 2050 Fund is structured for investors whose target retirement date is around the year 2050. The fund's approximate target asset allocation as of January 31, 2007 is set forth below:

Domestic Equity Underlying Funds                              65.00%
Foreign Equity Underlying Funds                               25.00%
High Yield Fixed-Income Underlying Funds                       5.00%
Investment Grade Fixed-Income Underlying Funds                 0.00%
Real Estate-Related Underlying Funds                           5.00%
Money Market Underlying Funds                                  0.00%

The fund's current asset allocation strategy emphasizes underlying funds that invest primarily in domestic equity securities. The fund also invests in underlying funds that invest primarily in foreign equity securities and, to a lesser extent, in underlying funds that invest primarily in fixed-income securities.

Over time the fund's investments will become increasingly conservative, and its exposure to underlying funds that invest primarily in fixed-income securities will increase, while its exposure to underlying funds that invest primarily in domestic and foreign equity securities as well as securities of real estate-related companies will decrease. Approximately three years after the year 2050, the fund's asset allocation is anticipated to be similar to that of the AIM Independence Now Fund's asset allocation.

ALL FUNDS

The advisor uses a three-step process to create each fund's portfolio. The first step is to determine a fund's asset allocation strategy from among broad asset classes based on the fund's target retirement date, as indicated in the fund's name. The second step is to select the underlying funds to be held by a fund and to determine the target weightings of such underlying funds. The third step is the ongoing monitoring of a fund's asset class allocations, underlying funds and target weightings.

The advisor monitors the selection of underlying funds to ensure that they continue to conform to a fund's asset class allocations and will periodically rebalance a fund's investments in the underlying funds to keep them within their target weightings. The advisor may change a fund's asset class allocations, underlying funds or target weightings in the underlying funds without shareholder approval. Each fund will generally hold between 10 and 20 underlying funds.

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

A list of the underlying funds and their approximate target fund weightings as of January 31, 2007 is set forth below:

                          AIM               AIM               AIM               AIM               AIM               AIM
                     INDEPENDENCE      INDEPENDENCE      INDEPENDENCE      INDEPENDENCE      INDEPENDENCE      INDEPENDENCE
UNDERLYING FUND(S)     2050 FUND         2040 FUND         2030 FUND         2020 FUND         2010 FUND         NOW FUND
-----------------------------------------------------------------------------------------------------------------------------
DOMESTIC EQUITY
  UNDERLYING FUNDS
PowerShares FTSE
  RAFI US 1000
  Portfolio              12.00%            11.27%            10.25%             8.25%             7.25%             6.58%
-----------------------------------------------------------------------------------------------------------------------------
AIM Diversified
  Dividend Fund           8.00%             7.48%             6.75%             5.50%             4.75%             4.33%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  Dynamic Large
  Cap Growth
  Portfolio               5.00%             4.69%             4.25%             3.44%             3.00%             2.71%
-----------------------------------------------------------------------------------------------------------------------------
AIM Structured
  Growth Fund             5.00%             4.69%             4.25%             3.44%             3.00%             2.71%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  Dynamic Large
  Cap Value
  Portfolio               5.00%             4.69%             4.25%             3.44%             3.00%             2.71%
-----------------------------------------------------------------------------------------------------------------------------
AIM Structured
  Value Fund              5.00%             4.69%             4.25%             3.44%             3.00%             2.71%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares FTSE
  RAFI US 1500
  Small-Mid
  Portfolio               7.50%             6.98%             6.25%             4.25%             2.50%             2.17%
-----------------------------------------------------------------------------------------------------------------------------
AIM Trimark Small
  Companies Fund          5.00%             4.69%             4.25%             2.75%             1.50%             1.33%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  Dynamic Small
  Cap Growth
  Portfolio               6.25%             5.83%             5.25%             3.50%             2.00%             1.75%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  Dynamic Small
  Cap Value
  Portfolio               6.25%             5.83%             5.25%             3.50%             2.00%             1.75%
-----------------------------------------------------------------------------------------------------------------------------
FOREIGN EQUITY
  UNDERLYING FUNDS
AIM International
  Growth Fund             7.50%             6.98%             6.25%             4.63%             2.00%             1.58%
-----------------------------------------------------------------------------------------------------------------------------
AIM International
  Core Equity Fund       10.00%             9.37%             8.50%             6.25%             4.00%             3.08%
-----------------------------------------------------------------------------------------------------------------------------
PowerShares
  International
  Dividend
  Achievers
  Portfolio               7.50%             6.98%             6.25%             4.63%             2.00%             1.58%
-----------------------------------------------------------------------------------------------------------------------------
REAL
  ESTATE-RELATED
  UNDERLYING FUNDS
AIM Global Real
  Estate Fund             5.00%             4.58%             4.00%             3.00%             0.00%             0.00%
-----------------------------------------------------------------------------------------------------------------------------
HIGH YIELD
  FIXED-INCOME
  UNDERLYING FUNDS
AIM High Yield
  Fund                    5.00%             7.10%            10.00%             9.00%             4.00%             2.66%
-----------------------------------------------------------------------------------------------------------------------------
AIM Floating Rate
  Fund                    0.00%             0.00%             0.00%             3.00%             5.00%             5.67%
-----------------------------------------------------------------------------------------------------------------------------
INVESTMENT GRADE
  FIXED-INCOME
  UNDERLYING FUNDS
AIM International
  Total Return
  Fund                    0.00%             0.00%             0.00%             2.50%             3.50%             3.67%
-----------------------------------------------------------------------------------------------------------------------------
AIM Total Return
  Bond Fund               0.00%             4.20%            10.00%            23.00%            22.50%            22.33%
-----------------------------------------------------------------------------------------------------------------------------
AIM Short Term
  Bond Fund               0.00%             0.00%             0.00%             2.50%            12.00%            16.02%
-----------------------------------------------------------------------------------------------------------------------------
AIM Intermediate
  Government Fund         0.00%             0.00%             0.00%             0.00%            13.00%             8.65%
-----------------------------------------------------------------------------------------------------------------------------
AIM Limited
  Maturity
  Treasury Fund           0.00%             0.00%             0.00%             0.00%             0.00%             2.68%
-----------------------------------------------------------------------------------------------------------------------------
MONEY MARKET
  UNDERLYING FUNDS
Liquid Assets
  Portfolio               0.00%             0.00%             0.00%             0.00%             0.00%             3.35%
-----------------------------------------------------------------------------------------------------------------------------
TOTAL                      100%              100%              100%              100%              100%              100%
-----------------------------------------------------------------------------------------------------------------------------

Note: The allocation percentages may not add to 100% due to rounding.

Each fund typically maintains a portion of its assets in cash, which may be invested in money market funds advised by the advisor. Each fund holds cash to handle its daily cash needs, which include payment of fund expenses, redemption requests and securities transactions. A fund may take a temporary defensive position when it receives unusually large redemption requests, in which case it may hold cash. A larger amount of cash could negatively affect a fund's investment results in a period of rising market prices; conversely it could reduce the magnitude of a fund's loss in the event of falling market prices and provide liquidity to make additional investments or to meet redemptions. As a result, a fund may not achieve its investment objective.

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

Once the asset allocation of each of AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund (each, a target date fund) has become similar to the asset allocation of the AIM Independence Now Fund, the Board of Trustees may approve combining each such target date fund with the AIM Independence Now Fund if they determine that such a combination is in the best interests of the target date fund's shareholders. Such a combination will result in the shareholders of the target date fund owning shares of AIM Independence Now Fund rather than their target date fund. The advisor expects such a combination to occur within three years after a target date fund's target retirement date, as indicated in its name. Shareholders of the target date funds do not have the power to vote on whether to approve these combinations, although they will be provided with advance notice in writing of any combination affecting their target date funds.
The following chart displays how the advisor expects the assets allocations for the funds to change as their target retirement dates approach. The actual asset allocations for the funds may differ from those shown in the chart below.

(CHART)

The following table is intended to help investors select an appropriate fund in which to invest, based upon their target retirement date.

TARGET
RETIREMENT DATE                                                          FUND
---------------                                                          ----
Retire before 2010                                            AIM Independence Now Fund
2010 -- 2014                                                  AIM Independence 2010 Fund
2015 -- 2024                                                  AIM Independence 2020 Fund
2025 -- 2034                                                  AIM Independence 2030 Fund
2035 -- 2044                                                  AIM Independence 2040 Fund
2045 -- 2054                                                  AIM Independence 2050 Fund

RISKS

RISKS RELATED TO ALL FUNDS

The principal risks of investing in the funds are:

Fund of Funds Risk--Each fund pursues its investment objective by investing its assets in underlying funds rather than investing directly in stocks, bonds, cash or other investments. Each fund's investment performance depends on the investment performance of the underlying funds in which it invests. An investment in a fund, because it is a fund of funds, is subject to the risks associated with investments in the underlying funds in which the fund invests. Each fund will indirectly pay a proportional share of the asset-based fees of the underlying funds in which it invests.

There is a risk that the advisor's evaluations and assumptions regarding a fund's broad asset classes or the underlying funds in which a fund invests may be incorrect based on actual market conditions. In addition, at times the segment of the market represented by an underlying fund may be out of favor and under perform other segments (e.g. growth stocks). There is a risk that a 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, a 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 funds invest, and may be subject to potential conflicts of interest in selecting underlying funds because the advisor and/or PowerShares Capital, the advisor for PowerShares ETFs and an affiliate of the advisor, may receive higher fees from certain underlying funds than others. However, as a fiduciary to each fund, the advisor is required to act in the funds' best interest when selecting underlying funds.

Exchange-Traded Funds Risk--An investment by a fund in PowerShares ETFs generally presents the same primary risks as an

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

investment in an AIM mutual fund. In addition, PowerShares ETFs may be subject to the following risks that do not apply to AIM mutual funds: (i) the market price of a PowerShares ETF's shares may trade above or below their net asset value; (ii) an active trading market for a PowerShares ETF's shares may not develop or be maintained; (iii) trading of a PowerShares ETF's shares may be halted if the listing exchange's officials deem such action appropriate; (iv) PowerShares ETFs are not actively managed and may not fulfill their objective of tracking the performance of the index they seek to track, (v) PowerShares ETFs would not necessarily sell a security because the issuer of the security was in financial trouble unless the security is removed from the index that the PowerShares ETF seeks to track; and (vi) the value of an investment in PowerShares ETFs will decline, more or less in correlation with any decline in the value of the index they seek to track.

In addition, a significant percentage of certain PowerShares ETFs may be comprised of issuers in a single industry or sector of the economy. If the PowerShares ETF is focused on an industry or sector, it may present more risks than if it were broadly diversified over numerous industries or sectors of the economy.

Because each fund is a fund of funds, each fund is subject to the risks associated with the underlying funds in which it invests. The risks of an investment in the underlying funds are set forth below:

Market Risk--The prices of securities held by the underlying funds may decline in response to certain events, including those directly involving the companies whose securities are owned by the underlying funds; general economic and market conditions; regional or global economic instability; and currency and interest rate fluctuations.

Value Investing Risk--Value stocks can react differently to issuer, political, market and economic developments than the market as a whole and other types of stocks. Value stocks tend to be inexpensive relative to their earnings or assets compared to other types of stocks. However, value stocks can continue to be inexpensive for long periods of time and may not ever realize their value.

Growth Investing Risk--Growth stocks can perform differently from the market as a whole and other types of stocks and tend to be more expensive relative to their earnings or assets compared with other types of stocks. As a result, growth stocks tend to be more sensitive to changes in their earnings and can be more volatile than other types of stocks.

Equity Securities Risk--The prices of equity securities change in response to many factors including the historical and prospective earnings of the issuer, the value of its assets, general economic conditions, interest rates, investor perceptions and market liquidity.

Market Capitalization Risk--Stocks fall into three broad market capitalization categories--large, medium and small. Investing primarily in one category carries the risk that, due to current market conditions, that category may be out of favor with investors. Small and mid-sized companies tend to be more vulnerable to adverse developments and more volatile than larger companies. Investments in small and mid-sized companies may involve special risks, including those associated with dependence on a small management group, little or no operating history, little or no track record of success, and limited product lines, markets and financial resources. Also, there may be less publicly available information about the issuers of the securities or less market interest in such securities than in the case of larger companies, each of which can cause significant price volatility. The securities of small and mid-sized companies may be illiquid, restricted as to resale, or may trade less frequently and in smaller volume than more widely held securities, which may make it difficult for an underlying fund to establish or close out a position in these securities at prevailing market prices.

Interest Rate Risk--Interest rate risk refers to the risk that bond prices generally fall as interest rates rise; conversely, bond prices generally rise as interest rates fall. Specific bonds differ in their sensitivity to changes in interest rates depending on specific characteristics of each bond. A measure investors commonly use to determine this sensitivity is called duration. The longer the duration of a particular bond, the greater is its price sensitivity to interest rates. Similarly, a longer duration portfolio of securities has greater price sensitivity. Duration is determined by a number of factors including coupon rate, whether the coupon is fixed or floating, time to maturity, call or put features, and various repayment features.

Credit Risk--Credit risk is the risk of loss on an investment due to the deterioration of an issuer's financial health. Such a deterioration of financial health may result in a reduction of the credit rating of the issuer's securities and may lead to the issuer's inability to honor its contractual obligations including making timely payment of interest and principal. Credit ratings are a measure of credit quality. Although a downgrade or upgrade of a bond's credit ratings may or may not affect its price, a decline in credit quality may make bonds less attractive, thereby driving up the yield on the bond and driving down the price. Declines in credit quality can result in bankruptcy for the issuer and permanent loss of investment.

High Yield Risk--High yield risk is a form of credit risk. Securities that are below investment grade are regarded as having predominately speculative characteristics with respect to the capacity to pay interest and repay principal. Lower rated securities may be more susceptible to real or perceived adverse economic and competitive industry conditions than higher grade securities. The prices of lower-rated securities have been found to be less sensitive to interest rate changes than more highly rated investments, but more sensitive to adverse economic downturns or individual corporate developments. Yields on lower-rated securities will fluctuate. If the issuer of lower-rated securities defaults, the fund may incur additional expenses to seek recovery.

The secondary markets in which lower-rated securities are traded may be less liquid than the market for higher grade securities. Less liquidity in the secondary trading markets could adversely affect the price at which the fund could sell a particular lower-rated security when necessary to meet liquidity needs or in response to a specific economic event, such as a deterioration in the creditworthiness of the issuer, and could adversely affect and cause large fluctuations in the net asset value of the fund's shares. Adverse publicity and investor

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

perceptions may decrease the values and liquidity of high yield securities.

Foreign Securities Risk--Foreign securities have additional risks, including fluctuations in the value of the U.S. dollar relative to the values of other currencies, and may have relatively low market liquidity, decreased publicly available information about issuers, inconsistent and potentially less stringent accounting, auditing and financial reporting requirements and standards of practice comparable to those applicable to domestic issuers, expropriation, nationalization or other adverse political or economic developments and the difficulty of enforcing obligations in other countries. Investments in foreign securities may also be subject to dividend withholding or confiscatory taxes, currency blockage and/or transfer restrictions.

Developing Markets Securities Risk--The factors described above for "Foreign Securities Risk" 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 (i.e., those that are in the initial stages of their industrial cycle) 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.

Derivatives Risk--The value of "derivatives"--so-called because their value "derives" from the value of an underlying asset (including an underlying security), reference rate or index--may rise or fall more rapidly than other investments. For some derivatives, it is possible to lose more than the amount invested in the derivative. Derivatives may be used to create synthetic exposure to an underlying asset or to hedge a portfolio risk. If an underlying fund uses derivatives to "hedge" a portfolio risk, it is possible that the hedge may not succeed. This may happen for various reasons, including unexpected changes in the value of the rest of the underlying fund's portfolio. Over the counter derivatives are also subject to counterparty risk, which is the risk that the other party to the contract will not fulfill its contractual obligation to complete the transaction with an underlying fund.

Leverage Risk--The use of derivatives may give rise to a form of leverage. Leverage may cause an underlying fund's portfolio to be more volatile than if the portfolio had not been leveraged because leverage can exaggerate the effect of any increase or decrease in the value of securities held by the underlying fund.

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

Active Trading Risk--Certain underlying funds may engage in active and frequent trading of portfolio securities to achieve their investment objective. If an underlying fund does trade in this way, it may incur increased costs, which can lower the actual return of the underlying fund. Active trading may also increase short term gains and losses, which may affect the taxes that must be paid.

Convertible Securities Risk--The values of convertible securities in which an underlying fund may invest will be affected by market interest rates, the risk that the issuer may default on interest or principal payments and the value of the underlying common stock into which these securities may be converted. Specifically, because these types of securities pay fixed interest and dividends, their values may fall if market interest rates rise and rise if market interest rates fall. Additionally, an issuer may have the right to buy back certain of the convertible securities at a time and a price that is unfavorable to the underlying fund.

Reinvestment Risk--Reinvestment risk is the risk that a bond's cash flows (coupon income and principal repayment) will be reinvested at an interest rate below that on the original bond. If interest rates decline, the underlying bond may rise in value, but the cash flows received from that bond may have to be invested at a lower interest rate.

ADDITIONAL PRINCIPAL RISKS RELATED TO ALL FUNDS EXCEPT AIM INDEPENDENCE 2050 FUND

U.S. Government Obligations Risk--Certain 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 obligation, such as those of the former Student Loan Marketing Association; or
(iv) supported only by the credit of the issuer, such as those of the Federal Farm Credit Bureau. The U.S. Government may choose not to provide financial support to the 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 Risk--These provide a higher coupon at the time of purchase than current prevailing market interest rates. Certain underlying funds 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. 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 funds are not guaranteed by the U.S. Government. The issuer of a security may default or otherwise be unable to honor a financial obligation.

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

ADDITIONAL PRINCIPAL RISK RELATED TO ALL FUNDS EXCEPT AIM INDEPENDENCE 2040 FUND AND AIM INDEPENDENCE 2050 FUND

Dollar Roll Transaction Risk--In a dollar roll transaction, the underlying fund sells a mortgage-backed security held by the underlying fund to a financial institution such as a bank or broker-dealer and simultaneously agrees to purchase a substantially similar security (same type, coupon and maturity) from the institution at an agreed upon price and future date. Dollar roll transactions involve the risk that the market value of the securities retained by the underlying fund may decline below the price of the securities that the underlying 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 underlying 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 underlying fund's obligation to repurchase the securities.

ADDITIONAL PRINCIPAL RISKS RELATED TO AIM INDEPENDENCE NOW FUND, AIM INDEPENDENCE 2010 FUND, AND AIM INDEPENDENCE 2020 FUND

Non-Diversification Risk--AIM Floating Rate Fund, one of the underlying funds, is non-diversified and can invest a greater portion of its assets in the loans or securities of one borrower or issuer than a diversified fund. As a result, changes in the market value of a single investment of AIM Floating Rate Fund could cause greater fluctuations in its share price than would occur in a more diversified fund.

Prepayment Risk--The ability of an issuer of a floating rate loan or debt security to repay principal prior to maturity can limit the potential for gains by an underlying fund. Such prepayments may require the underlying fund to replace the loan or debt security with a lower yielding security. This may adversely affect the fund's yield.

Currency/Exchange Rate Risk--Certain underlying funds may buy or sell currencies other than the U.S. Dollar in order to capitalize on anticipated changes in exchange rates. There is no guarantee that these investments will be successful.

DISCLOSURE OF PORTFOLIO HOLDINGS

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

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

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

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

FUND MANAGEMENT

THE ADVISOR

AIM serves as each fund's investment advisor and manages the investment operations of each fund and has agreed to perform or arrange the performance of each fund's day-to-day management. The advisor is located at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

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.

AIM Floating Rate Fund, one of the underlying funds of AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund, along with numerous unrelated funds and financial institutions, has been named as a defendant in two private civil lawsuits filed in the United States Bankruptcy Court, Southern District of New York. (Enron Corp. v. J.P. Morgan Securities, Inc., et al., Case No. 01-16034 (AJG) and Adelphia Communications Corp. and its Affiliate Debtors in Possession and Official Committee of Unsecured Creditors of Adelphia v. Bank of America, individually and as Agent for various Banks Party to Credit Agreements, et. al., Case No. 02-41729). These lawsuits seek, respectively, avoidance of certain payments made by Enron Corp. and avoidance of certain loans of Adelphia Communications Corp. The Enron lawsuit alleges that payments made to the fund and other creditors to prepay and/or redeem certain commercial paper prior to its maturity were preferential transfers. The amount sought to be recovered from the fund in the Enron lawsuit is the aggregate amount of the repurchases of Enron's commercial paper from the fund during the 90 days prior to the filing by Enron of bankruptcy petition (approximately $10 million) plus interest and Enron's court costs. The Adelphia lawsuit alleges that the purchasers of Adelphia's bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders. The amount sought to be recovered from the fund in the Adelphia lawsuit is not specified in such lawsuit. Adelphia has also filed a bankruptcy petition. Accordingly, any recoveries by the plaintiffs in these lawsuits may result in a corresponding claim against the respective bankruptcy estate, which may be paid in part through distributions under a plan of reorganization to the extent the claim is allowed under such plan.

Civil lawsuits, including a regulatory proceeding and purported class action and shareholder derivative suits, have been filed against certain of the AIM funds, INVESCO Funds Group, Inc. (IFG)(the former investment advisor to certain AIM funds), AIM, A I M Distributors, Inc. (ADI)(the distributor of the retail AIM funds) and/or related entities and individuals, depending on the lawsuit, alleging among other things: (i) that the defendants permitted improper market timing and related activity in the funds; (ii) that certain funds inadequately employed fair value pricing; and (iii) that the defendants improperly used the assets of the funds to pay brokers to aggressively promote the sale of the funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions.

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

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

ADVISOR COMPENSATION

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

A discussion regarding the basis for the Board of Trustees' approval of the investment advisory agreement of the funds is available in the funds' Statement of Additional Information and will be available in the Funds' shareholder reports when issued.

PORTFOLIO MANAGER(S)

The funds are not actively managed, however, Gary K. Wendler, Director of Product Line Strategy and Investment Services 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 the funds since their inception in 2007 and has been associated with the advisor and/or its affiliates since 1995.

The underlying funds are index exchange-traded funds managed by an investment professional or mutual funds actively managed by individuals and teams of investment professionals.

The funds' Statement of Additional Information provides additional information about the portfolio manager's investments in the funds, a description of his compensation structure, and information regarding other accounts he manages.

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INDEPENDENCE NOW - INDEPENDENCE 2010 - INDEPENDENCE 2020 INDEPENDENCE 2030 - INDEPENDENCE 2040 - INDEPENDENCE 2050

OTHER INFORMATION

DIVIDENDS AND DISTRIBUTIONS

Each of the funds expect that its distributions, if any, will consist of both capital gains and ordinary income.

DIVIDENDS

AIM Independence Now Fund generally declares and pays dividends, if any, quarterly. AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund generally declare and pay dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS

The funds generally distribute long-term and short-term capital gains, if any, annually.

SUITABILITY FOR INVESTORS

The Institutional Classes of the funds are intended for use by institutional investors. Shares of the Institutional Classes of the funds are available for banks and trust companies acting in a fiduciary or similar capacity, bank and trust company common and collective trust funds, banks and trust companies investing for their own account, entities acting for the account of a public entity (e.g. Taft-Hartley funds, states, cities or government agencies), defined benefit plans, endowments, foundations and defined contribution plans offered pursuant to Sections 401, 457, 403(a), or 403(b) or (c) of the Internal Revenue Code (the "Code") (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.

15


THE AIM FUNDS - INSTITUTIONAL CLASS

GENERAL INFORMATION

In addition to the fund, AIM serves as investment advisor to many other mutual funds. The following information is about the Institutional Classes of these funds, which are offered to certain eligible institutional investors.

PURCHASING SHARES

If you hold your shares through a financial advisor or other intermediary, your eligibility to purchase shares and the terms by which you may purchase, redeem and exchange shares may differ depending on that institution's policies.

SHARES SOLD WITHOUT SALES CHARGES

You will not pay an initial or contingent deferred sales charge on purchases of any Institutional Class shares.

MINIMUM INVESTMENTS

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

PURCHASE OPTIONS

                        OPENING AN ACCOUNT                                        ADDING TO AN ACCOUNT
----------------------------------------------------------------------------------------------------------------------------
Through a Financial     Contact your financial advisor or intermediary.           Contact your financial advisor or
Advisor or other        The financial advisor or intermediary should mail your    intermediary.
Intermediary            completed account application to the transfer agent,
                        AIM Investment Services, Inc.,
                        P.O. Box 0843,
                        Houston, TX 77210-0843.
                        The financial advisor or intermediary should call the
                        transfer agent at (800) 659-1005 to receive a reference
                        number.
                        Then, use the following wire instructions:

                        Beneficiary Bank
                        ABA/Routing #: 021000021
                        Beneficiary Account Number: 00100366732
                        Beneficiary Account Name: AIM Investment Services, Inc.
                        RFB: Fund Name, Reference #
                        OBI: Your Name, Account #

By Telephone and Wire   Open your account through a financial advisor or          Call the transfer agent at (800) 659-1005
                        intermediary as described above.                          and wire payment for your purchase order
                                                                                  in accordance with the wire instructions
                                                                                  listed above.
----------------------------------------------------------------------------------------------------------------------------

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.

AUTOMATIC DIVIDEND AND DISTRIBUTION 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.

REDEEMING SHARES

HOW TO REDEEM SHARES

Through a Financial     Contact your financial advisor or intermediary (including
Advisor or Other        your retirement plan administrator).
Intermediary            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 advisor's or 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.


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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 your redemption request is received in good order (meaning that all necessary information and documentation related to the redemption request have been provided to the transfer agent). If your request is not in good order, we may require additional documentation in order to redeem your shares. Payment may be postponed in cases where the SEC declares an emergency or normal trading is halted on the NYSE.

If you redeem by telephone, we will transmit the amount of redemption proceeds electronically to your pre-authorized bank account.

We use reasonable procedures to confirm that instructions communicated via telephone are genuine, and we are not liable for losses arising from actions taken in accordance with 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 INITIATED BY THE 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.

REDEMPTION FEES

Certain Funds impose a 2% redemption fee (on redemption proceeds) if you redeem or exchange shares within 31 days of purchase. Please refer to the applicable fund's prospectus to determine whether that fund imposes a redemption fee. As of the date of this prospectus, the following funds impose redemption fees:

AIM China Fund                       AIM International Core Equity Fund
AIM Developing Markets Fund          AIM International Growth Fund
AIM Floating Rate Fund               AIM International Small Company Fund
AIM Global Equity Fund               AIM International Total Return Fund
AIM Global Real Estate Fund          AIM Japan Fund
AIM Global Value Fund                AIM S&P 500 Index Fund
AIM High Yield Fund                  AIM Trimark Fund
AIM International Allocation Fund

The redemption fee will be retained by the fund from which you are redeeming or exchanging shares, 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 on a first-in, first-out basis which means that you will redeem shares in the order of their purchase.

Redemption fees generally will not be charged in the following circumstances:

- Redemptions and exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to assess the redemption fees.

- Redemptions and exchanges of shares held by funds of funds, qualified tuition plans maintained pursuant to Section 529 of the Code, and variable insurance contracts which use the funds as underlying investments.

- Redemptions and exchanges effectuated pursuant to an intermediary's automatic investment rebalancing or dollar cost averaging programs or systematic withdrawal plans.

- Redemptions requested within 31 days following the death or post-purchase disability of an account owner.

- Redemptions or exchanges initiated by a fund.

The following shares are not subject to redemption fees, irrespective of whether they are redeemed in accordance with any of the exceptions set forth above:

- Shares acquired through the reinvestment of dividends and distributions.

- Shares acquired in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan or IRA to the trustee or custodian of another employee benefit plan or IRA. Shares held by employee benefit plans will only be subject to redemption fees if the shares were acquired by exchange and are redeemed by exchange within 31 days of purchase.

Some investments in the funds are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and some investments are made indirectly through products that use the funds as underlying investments, such as employee benefit plans, funds of funds, qualified tuition plans, and variable insurance contracts (these products are generally referred to as conduit investment vehicles). If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary account or conduit investment vehicle may be considered an individual shareholder of the funds for purposes of assessing redemption fees. In these cases, the funds are likely to be limited in their ability to assess redemption fees on transactions initiated by individual investors, and the applicability of redemption fees will be determined based on the aggregate holdings and redemptions of the intermediary account or the conduit investment vehicle.

If shares of the funds are held in an account maintained by an intermediary or in the name of a conduit investment vehicle (and not in the names of individual investors), the intermediary or conduit investment vehicle may impose rules intended to limit short-term money movements in and out of the funds which differ from those described in this prospectus. In such cases, there may be redemption fees imposed by the intermediary or conduit investment vehicle on different terms (and subject to different exceptions) than those set

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forth above. Please consult your financial advisor or other intermediary for details.

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 financial advisor or other intermediary may charge service fees for handling redemption transactions.

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.

All exchanges are subject to the limitations set forth in the prospectuses of the funds. If you wish to exchange shares of one fund for those of another fund, you must consult the prospectus of the fund whose shares you wish to acquire to determine whether the fund is offering shares to new investors and whether you are eligible to acquire shares of that fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

- If you have physical share certificates, you must return them to the transfer agent in order to effect the exchange. Under unusual market conditions, a fund may delay the exchange of shares 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 A I M Distributors, Inc. ("AIM Distributors") will provide you with notice of such modification or termination if it is required to do so by law.

LIMIT ON THE NUMBER OF EXCHANGES

You will generally be limited to four exchanges out of a fund per calendar year; provided, however, that the following transactions will not count toward the exchange limitation:

- Exchanges of shares held in accounts maintained by intermediaries that do not have the systematic capability to apply the exchange limitation.

- Exchanges of shares held by funds of funds and insurance company separate accounts which use the funds as underlying investments.

- Exchanges effectuated pursuant to automatic investment rebalancing or dollar cost averaging programs.

- Exchanges initiated by a fund or by the trustee, administrator or other fiduciary of an employee benefit plan (not in response to distribution or exchange instructions received from a plan participant).

- If you acquire shares in connection with a rollover or transfer of assets from the trustee or custodian of an employee benefit plan or IRA to the trustee or custodian of a new employee benefit plan or IRA, your first reallocation of those assets will not count toward the exchange limitation. Each fund reserves the discretion to accept exchanges in excess of these guidelines on a case-by-case basis if the fund, or its designated agent, believes that granting such exceptions would be consistent with the best interests of shareholders.

If you exchange shares of one fund for shares of multiple other funds as part of a single transaction, that transaction is counted as one exchange out of a fund.

RIGHTS RESERVED BY THE FUNDS

Each fund and its agent reserves the right at any time to:

- Reject or cancel all or any part of any purchase or exchange order.

- Modify any terms or conditions related to the purchase, redemption or exchange of shares of any fund.

- Suspend, change or withdraw all or any part of the offering made by this Prospectus.

PAYMENTS TO FINANCIAL ADVISORS

AIM Distributors or one or more of its corporate affiliates (collectively, AIM Affiliates) may make cash payments to financial advisors in connection with the promotion and sale of shares of the funds. These cash payments may include cash payments and other payments for certain marketing and support services. AIM Affiliates make these payments from their own resources. 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 Affiliates.

AIM Affiliates make payments as incentives to certain financial advisors to promote and sell shares of the funds. The benefits AIM Affiliates receive when they make these payments include, among other things, placing the fund on the financial advisor's funds sales system, 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. These 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"). AIM Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. The payments AIM Affiliates make may be calculated based on sales of shares of the funds (Sales-Based Payments), in which case the total amount of such payments shall not exceed 0.10% of the public offering price of all shares sold by the financial advisor during the particular period. Payments may also be calculated based 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 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create

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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. AIM Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

AIM Affiliates are motivated to make these payments as 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, AIM Affiliates benefit from the incremental management and other fees paid to AIM Affiliates by the funds with respect to those assets.

AIM Affiliates also may make payments to certain financial advisors for certain administrative services, including record keeping and sub-accounting of shareholder accounts pursuant to a sub-transfer agency or sub-accounting agreement. All fees payable by AIM Affiliates under this category of services are charged back to the funds, subject to certain limitations approved by the Board.

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 AIM Affiliates or the funds, as well as about fees and/or commissions it charges.

EXCESSIVE SHORT-TERM TRADING ACTIVITY (MARKET TIMING) 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 funds' Boards of Trustees (collectively, the Board) have adopted policies and procedures designed to discourage excessive or short-term trading of fund shares for all 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 Affiliates currently use the following tools designed to discourage excessive short-term trading in the funds:

- Trade activity monitoring.

- Trading guidelines.

- Redemption fees on trades in certain funds.

- The use of fair value pricing consistent with procedures approved by the Board. 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. 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.

TRADE ACTIVITY MONITORING

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, 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. AIM Affiliates will use reasonable efforts to apply the fund's policies uniformly given the practical limitations described above.

The ability of AIM Affiliates to monitor trades that are made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

TRADING GUIDELINES

If you exceed four exchanges out of a fund per calendar year, or a fund or an AIM Affiliate determines, in its sole discretion, that your short-term trading activity is excessive (regardless of whether or not you exceed such guidelines), it may, in its discretion, reject any additional purchase and exchange orders.

The ability of AIM Affiliates to monitor exchanges made through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent. 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.

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REDEMPTION FEES

You may be charged a 2% redemption fee if you redeem, including redeeming by exchange, shares of certain funds within 31 days of purchase. For more information on this redemption fee, see "Redeeming Shares -- Redemption Fees" section of this prospectus.

The ability of a fund to assess a redemption fee on redemptions effectuated through accounts that are maintained by intermediaries (rather that the funds' transfer agent) and through conduit investment vehicles may be severely limited or non-existent.

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. 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.

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each fund's shares is the fund's net asset value per share. The funds value portfolio securities for which market quotations are readily available at market value. The funds value all other securities and assets for which market quotations are unavailable or unreliable at their fair value in good faith using procedures approved by the Board. Securities and other assets quoted in foreign currencies are valued in U.S. dollars based on the prevailing exchange rates on that day.

Even when market quotations are available, they may be stale or unreliable because the security is not traded frequently, trading on the security ceased before the close of the trading market or issuer specific events occurred after the security ceased trading or because of the passage of time between the close of the market on which the security trades and the close of the NYSE and when the fund calculates its net asset value. Issuer specific events may cause the last market quotation to be unreliable. Such events may include a merger or insolvency, events which affect a geographical area or an industry segment, such as political events or natural disasters, or market events, such as a significant movement in the U.S. market. Where market quotations are not readily available, including where AIM determines that the closing price of the security is unreliable, AIM will value the security at fair value in good faith using procedures approved by the Board. 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 Board. In other circumstances, the AIM valuation committee may fair value securities in good faith using procedures approved by the Board. 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 Board.

Specific types of securities are valued as follows:

Senior Secured Floating Rate Loans and Senior Secured Floating Rate Debt Securities. Senior secured floating rate loans and senior secured floating rate debt securities are fair valued using an evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service may reflect appropriate factors such as ratings, tranche type, industry, company performance, spread, individual trading characteristics, institution-size trading in similar groups of securities and other market data.

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

Foreign Securities. If market quotations are available and reliable for foreign exchange traded equity securities, the securities will be valued at the market quotations. Because trading hours for certain foreign securities end before the close of the NYSE, closing market quotations may become unreliable. If between the time trading ends on a particular security and the close of the customary trading session on the NYSE events occur that are significant and may make the closing price unreliable, the fund may fair value the security. If an issuer specific event has occurred that AIM determines, in its judgment, is likely to have affected the closing price of a foreign security, it will price the security at fair value. AIM also relies on a screening process from a pricing vendor to indicate the degree of certainty, based on historical data, that the closing price in the principal market where a foreign security trades is not the current market value as of the close of the NYSE. For foreign securities where AIM believes, at the approved degree of certainty, that the price is not reflective of current market value, AIM will use the indication of fair value from the pricing service to determine the fair value of the security. The pricing vendor, pricing methodology or degree of certainty may change from time to time.

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

Fixed Income Securities. Government, corporate, asset-backed and municipal bonds, convertible securities, including high yield or

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THE AIM FUNDS - INSTITUTIONAL CLASS

junk bonds, and loans, normally are valued on the basis of prices provided by independent pricing services. Prices provided by the pricing services may be determined without exclusive reliance on quoted prices, and may reflect appropriate factors such as institution-size trading in similar groups of securities, developments related to special securities, dividend rate, maturity and other market data. Prices received from pricing services are fair value prices. In addition, if the price provided by the pricing service and independent quoted prices are unreliable, the AIM valuation committee will fair value the security using procedures approved by the Board.

Short-term Securities. The funds' short-term investments are valued at amortized cost when the security has 60 days or less to maturity. AIM High Income Municipal 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.

Swap Agreements. Swap Agreements are fair valued using and evaluated quote provided by an independent pricing service. Evaluated quotes provided by the pricing service are based on a model that may include end of day net present values, spreads, ratings, industry and company performance.

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

Each fund determines the net asset value of its shares on each day the NYSE is open for business (a business day), as of the close of the customary trading session, or earlier NYSE closing time that day.

For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each fund's portfolio securities transactions are recorded no later than the first business day following the trade date.

TIMING OF ORDERS

You can purchase, exchange or redeem shares on each business day prior to the close of the customary trading session or any earlier NYSE closing time that day. The funds price purchase, exchange and redemption orders at the net asset value calculated after the transfer agent receives an order in good order. Any applicable sales charges are applied at the time an order is processed. A fund may postpone the right of redemption only under unusual circumstances, as allowed by the Securities and Exchange Commission, such as when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary income or long-term capital gains for federal income tax purposes, whether you reinvest them in additional shares or take them in cash. Distributions are generally taxable to you at different rates depending on the length of time the fund holds its assets and the type of income that the fund earns. Different tax rates apply to ordinary income, qualified dividend income, and long-term capital gain distributions. Every year, you will be sent information showing the amount of dividends and distributions you received from each fund during the prior year.

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

Investors in tax-exempt funds should read the information under the heading "Other Information -- Suitability of Investors" in the applicable fund's 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 Code, individual retirement accounts (IRAs) and Roth IRAs. You should consult your tax advisor before investing.

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OBTAINING ADDITIONAL INFORMATION

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

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

BY TELEPHONE:          (800) 659-1005

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

Each fund's most recent portfolio holdings, as filed
on Form N-Q, are also available at
http://www.aiminvestments.com.

You can also review and obtain copies of the funds' SAI, financial reports, the funds' Forms N-Q and other information at the SEC's Public Reference Room in Washington, DC; on the EDGAR database on the SEC's Internet website (http://www.sec.gov); or, after paying a duplicating fee, by sending a letter to the SEC's Public Reference Section, Washington, DC 20549-0102 or by sending an electronic mail request to publicinfo@sec.gov. Please call the SEC at 1-202-942-8090 for information about the Public Reference Room.


AIM Independence Now Fund
AIM Independence 2010 Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
SEC 1940 Act file number: 811-02699

AIMinvestments.com IND-PRO-2 [AIM INVESTMENTS LOGO APPEARS HERE]

--Registered Trademark--


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 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 FUNDS LISTED BELOW. WHEN ISSUED, PORTIONS OF EACH FUND'S FINANCIAL STATEMENTS WILL BE INCORPORATED INTO THIS STATEMENT OF ADDITIONAL INFORMATION BY REFERENCE TO SUCH FUND'S MOST RECENT ANNUAL REPORT TO SHAREHOLDERS. YOU MAY OBTAIN, WITHOUT CHARGE, A COPY OF ANY PROSPECTUS AND/OR ANNUAL REPORT FOR ANY FUND LISTED BELOW FROM AN AUTHORIZED DEALER OR BY WRITING TO:

AIM INVESTMENT SERVICES, INC.
P.O. BOX 4739
HOUSTON, TEXAS 77210-4739

OR BY CALLING (800) 959-4246


THIS STATEMENT OF ADDITIONAL INFORMATION, DATED MAY 1, 2007, RELATES TO THE CLASS A, CLASS B, CLASS C, CLASS R AND INSTITUTIONAL CLASS SHARES OF THE FOLLOWING PROSPECTUSES:

       FUND                     DATED
       ----                     -----
AIM INDEPENDENCE NOW FUND    MAY 1, 2007
AIM INDEPENDENCE 2010 FUND   MAY 1, 2007
AIM INDEPENDENCE 2020 FUND   MAY 1, 2007
AIM INDEPENDENCE 2030 FUND   MAY 1, 2007
AIM INDEPENDENCE 2040 FUND   MAY 1, 2007
AIM INDEPENDENCE 2050 FUND   MAY 1, 2007


AIM GROWTH SERIES

STATEMENT OF ADDITIONAL INFORMATION

TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----
GENERAL INFORMATION ABOUT THE TRUST......................................      1
   Fund History..........................................................      1
   Shares of Beneficial Interest.........................................      1

DESCRIPTION OF THE FUNDS AND THEIR INVESTMENTS AND RISKS.................      4
   Classification........................................................      4
   Investment Strategies and Risks.......................................      5
      Equity Investments.................................................      6
      Foreign Investments................................................      7
      Debt Investments...................................................      9
      Other Investments..................................................     17
      Investment Techniques..............................................     20
      Derivatives........................................................     29
      Additional Securities or Investment Techniques.....................     36
   Fund Policies.........................................................     36
   Temporary Defensive Positions.........................................     38
   Policies and Procedures for Disclosure of Fund Holdings...............     38

MANAGEMENT OF THE TRUST..................................................     41
   Board of Trustees.....................................................     41
   Management Information................................................     41
      Trustee Ownership of Fund Shares...................................     44
      Approval of Investment Advisory Agreement..........................     44
   Compensation..........................................................     47
      Retirement Plan For Trustees.......................................     47
      Deferred Compensation Agreements...................................     47
      Purchases of Class A Shares of the Funds at Net Asset Value........     48
   Code of Ethics........................................................     48
   Proxy Voting Policies.................................................     48

CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES......................     48

INVESTMENT ADVISORY AND OTHER SERVICES...................................     49
   Investment Advisor....................................................     49
      Portfolio Manager(s)...............................................     50
   Service Agreements...................................................      50
   Other Service Providers..............................................      50

BROKERAGE ALLOCATION AND OTHER PRACTICES.................................     51
   Brokerage Transactions................................................     51
   Commissions...........................................................     52
   Broker Selection......................................................     52
   Allocation of Portfolio Transactions..................................     55
   Allocation of Equity Initial Public Offering ("IPO") Transactions.....     55

PURCHASE, REDEMPTION AND PRICING OF SHARES...............................     55
   Transactions through Financial Intermediaries.........................     55
   Purchase and Redemption of Shares.....................................     56
   Institutional Class Shares............................................     73
   Offering Price........................................................     74
   Redemptions In Kind...................................................     76
   Backup Withholding....................................................     76

i

DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS.................................     77
   Dividends and Distributions...........................................     77
   Tax Matters...........................................................     77

DISTRIBUTION OF SECURITIES...............................................     86
   Distribution Plans....................................................     86
   Distributor...........................................................     88

FINANCIAL STATEMENTS.....................................................     89

PENDING LITIGATION.......................................................     89

APPENDICES:
RATINGS OF DEBT SECURITIES...............................................    A-1
PERSONS TO WHOM AIM PROVIDES NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING
   BASIS.................................................................    B-1
TRUSTEES AND OFFICERS....................................................    C-1
TRUSTEE COMPENSATION TABLE...............................................    D-1
PROXY POLICIES AND PROCEDURES............................................    E-1
CONTROL PERSONS AND PRINCIPAL HOLDERS OF SECURITIES......................    F-1
PORTFOLIO MANAGERS.......................................................    G-1
CERTAIN FINANCIAL ADVISORS THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS....    H-1
PENDING LITIGATION.......................................................    I-1

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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 seventeen separate portfolios: AIM Basic Value Fund, AIM Conservative Allocation Fund, AIM Global Equity Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund, AIM Independence 2050 Fund, AIM International Allocation Fund, AIM Mid Cap Core Equity Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund, AIM Moderately Conservative Allocation Fund and AIM Small Cap Growth Fund (each a "Fund" and collectively, the "Funds"). This Statement of Additional Information relates solely to AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund (each an "Independence Fund" and collectively, the "Independence Funds"). Under the Amended and Restated Agreement and Declaration of Trust, dated September 14, 2005, as amended (the "Trust Agreement"), the Board of Trustees of the Trust (the "Board") is authorized to create new series of shares without the necessity of a vote of shareholders of the Trust.

The Trust was originally organized on 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.

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

1

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 Independence Fund offers the following separate classes of shares:

                                                                     INVESTOR   INSTITUTIONAL
           FUND              CLASS A   CLASS B   CLASS C   CLASS R     CLASS        CLASS
           ----              -------   -------   -------   -------   --------   -------------
AIM Independence Now Fund       X         X         X         X                       X
AIM Independence 2010 Fund      X         X         X         X                       X
AIM Independence 2020 Fund      X         X         X         X                       X
AIM Independence 2030 Fund      X         X         X         X                       X
AIM Independence 2040 Fund      X         X         X         X                       X
AIM Independence 2050 Fund      X         X         X         X                       X

This Statement of Additional Information relates solely to the Class A, Class B, Class C, Class R and Institutional Class shares, if applicable, of the Independence Funds. The Institutional Class shares of the Independence Funds are intended for use by certain eligible institutional investors, including the following:

- banks and trust companies acting in a fiduciary or similar capacity;

- bank and trust company common and collective trust funds;

- banks and trust companies investing for their own account;

- entities acting for the account of a public entity (e.g. Taft-Hartley funds, states, cities or government agencies);

- retirement plans;

- platform sponsors with which A I M Distributors, Inc. ("AIM Distributors") has entered into an agreement;

- proprietary asset allocation funds; and

- A I M Management Group Inc. and its affiliates.

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.

2

Because Class B shares automatically convert to Class A shares on or about month-end which is at least eight years after the date of purchase, the Funds' distribution plan adopted pursuant to Rule 12b-1 under the 1940 Act requires that Class B shareholders must also approve any material increase in distribution fees submitted to Class A 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's Bylaws generally provide for indemnification by the Trust of the trustees, the officers and employees or agents of the Trust, provided that such persons have not engaged in Disabling Conduct. Indemnification does not extend to judgments or amounts paid in settlement in any actions by or in the right of the Trust. The Trust's Bylaws provide for the advancement of payments to current and former trustees, officers and employees or agents of the Trust, or anyone serving at their request, in connection with the preparation and presentation of a defense to any claim, action, suit or proceeding, expenses for which such person would be entitled to indemnification; provided that any advancement of payments would be reimbursed unless it is ultimately determined that such person is entitled to indemnification for such expenses.

SHARE CERTIFICATES. Shareholders of the Funds do not have the right to demand or require the Trust to issue share certificates and share certificates are not issued.

3

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.

The Independence Funds are "funds of funds" which invest in other underlying funds and generally do not directly invest in the securities or use the investment techniques discussed below under "Investment Strategies and Risks."

Following is the list of the underlying funds in which the Independence Funds invest ("Underlying Funds") and their current related target percentage allocations (the allocation percentages may not add to 100% due to rounding). The Underlying Funds in which the Independence Funds invest are mutual funds advised by A I M Advisors, Inc. ("AIM") (such funds are referred to as the "AIM Funds") and exchange-traded funds advised by PowerShares Capital Management LLC ("PowerShares Capital"), an affiliate of AIM (such funds are referred to as the "PowerShares ETFs"). AIM and PowerShares Capital are affiliates of each other as they are both indirect wholly-owned subsidiaries of AMVESCAP PLC. Each Independence Fund other than the AIM Independence Now Fund will become increasingly conservative over time until approximately three years after the year specified in the Independence Fund's name. 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 monitors the selection of Underlying Funds to ensure that they continue to conform to a Independence Fund's current asset class allocations and rebalances an Independence Fund's investments in the Underlying Funds on a periodic basis to keep them within their target weightings. AIM may change an Independence Fund's asset class allocations, Underlying Funds or target weightings in the Underlying Funds without shareholder approval. Some portion of each Independence 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 Independence Funds' working cash balances. Cash flows will be managed to help maintain target percentage allocations.

                                             AIM           AIM           AIM           AIM           AIM           AIM
                                         INDEPENDENCE  INDEPENDENCE  INDEPENDENCE  INDEPENDENCE  INDEPENDENCE  INDEPENDENCE
                                             2050          2040          2030          2020          2010          NOW
UNDERLYING FUNDS                             FUND          FUND          FUND          FUND          FUND          FUND
----------------                         ------------  ------------  ------------  ------------  ------------  ------------
PowerShares FTSE RAFI 1000 Portfolio        12.000%       11.265%       10.250%        8.250%        7.250%        6.580%
AIM Diversified Dividend Fund                8.000%        7.475%        6.750%        5.500%        4.750%        4.331%
PowerShares Dynamic Large Cap Growth
   Portfolio                                 5.000%        4.685%        4.250%        3.438%        3.000%        2.707%
AIM Structured Growth Fund                   5.000%        4.685%        4.250%        3.438%        3.000%        2.707%
PowerShares Dynamic Large Cap Value
   Portfolio                                 5.000%        4.685%        4.250%        3.438%        3.000%        2.707%
AIM Structured Value Fund                    5.000%        4.685%        4.250%        3.438%        3.000%        2.707%
PowerShares FTSE RAFI US 1500 Small-Mid
   Portfolio                                 7.500%        6.975%        6.250%        4.250%        2.500%        2.165%
AIM Trimark Small Companies Fund             5.000%        4.685%        4.250%        2.750%        1.500%        1.333%
PowerShares Dynamic Small Cap Growth
   Portfolio                                 6.250%        5.830%        5.250%        3.500%        2.000%        1.749%
PowerShares Dynamic Small Cap Value
   Portfolio                                 6.250%        5.830%        5.250%        3.500%        2.000%        1.749%
AIM International Growth Fund                7.500%        6.975%        6.250%        4.625%        2.000%        1.581%
AIM International Core Equity Fund          10.000%        9.370%        8.500%        6.250%        4.000%        3.079%
PowerShares International Dividend
   Achievers Portfolio                       7.500%        6.975%        6.250%        4.625%        2.000%        1.581%
AIM Global Real Estate Fund                  5.000%        4.580%        4.000%        3.000%        0.000%        0.000%

4

                                             AIM           AIM           AIM           AIM           AIM           AIM
                                         INDEPENDENCE  INDEPENDENCE  INDEPENDENCE  INDEPENDENCE  INDEPENDENCE  INDEPENDENCE
                                             2050          2040          2030          2020          2010          NOW
UNDERLYING FUNDS                             FUND          FUND          FUND          FUND          FUND          FUND
----------------                         ------------  ------------  ------------  ------------  ------------  ------------
AIM High Yield Fund                          5.000%        7.100%       10.000%        9.000%        4.000%        2.660%
AIM International Total Return Fund          0.000%        0.000%        0.000%        2.500%        3.500%        3.668%
AIM Total Return Bond Fund                   0.000%        4.200%       10.000%       23.000%       22.500%       22.333%
AIM Short Term Bond Fund                     0.000%        0.000%        0.000%        2.500%       12.000%       16.020%
AIM Intermediate Government Fund             0.000%        0.000%        0.000%        0.000%       13.000%        8.645%
AIM Limited Maturity Fund                    0.000%        0.000%        0.000%        0.000%        0.000%        2.680%
AIM Floating Rate Fund                       0.000%        0.000%        0.000%        3.000%        5.000%        5.670%
Liquid Assets Portfolio                      0.000%        0.000%        0.000%        0.000%        0.000%        3.350%
                                           -------       -------       -------       -------       -------       -------
   TOTAL                                   100.000%      100.000%      100.000%      100.000%      100.000%      100.000%
                                           =======       =======       =======       =======       =======       =======
EQUITY/FIXED INCOME/CASH EQUIVALENT
   EXPOSURE
Equity                                      95.000%       88.700%       80.000%       60.000%       40.000%       34.975%
Fixed Income                                 5.000%       11.300%       20.000%       40.000%       60.000%       61.675%
Cash Equivalents                             0.000%        0.000%        0.000%        0.000%        0.000%        3.350%
                                           -------       -------       -------       -------       -------       -------
   TOTAL                                   100.000%      100.000%      100.000%      100.000%      100.000%      100.000%
                                           =======       =======       =======       =======       =======       =======
ETF/MUTUAL FUND EXPOSURE
PowerShares ETF Exposure                    49.500%       46.245%       41.750%       31.000%       21.750%       19.238%
AIM Mutual Fund Exposure                    50.500%       53.755%       58.250%       69.000%       78.250%       80.763%
                                           -------       -------       -------       -------       -------       -------
   TOTAL                                   100.000%      100.000%      100.000%      100.000%      100.000%      100.000%
                                           =======       =======       =======       =======       =======       =======

INVESTMENT STRATEGIES AND RISKS

Set forth below are detailed descriptions of the various types of securities and investment techniques that AIM and/or PowerShares Capital may use in managing the Underlying Funds, as well as the risks associated with those types of securities and investment techniques. The descriptions of the types of securities and investment techniques below supplement the discussion of principal investment strategies and risks contained in each Independence Fund's Prospectus; where a particular type of security or investment technique is not discussed in an Independence Fund's Prospectus, that security or investment technique is not a principal investment strategy.

Not all of the Underlying Funds invest in all of the types of securities or use all of the investment techniques described below, and an Underlying Fund may not invest in all of these types of securities or use all of these techniques at any one time. An Underlying Fund's transactions in a particular type of security or use of a particular technique is subject to limitations imposed by an Underlying Fund's investment objective, policies and restrictions described in that Underlying Fund's Prospectus and/or this Statement of Additional Information, as well as the federal securities laws. AIM and/or PowerShares Capital may invest in other types of securities and may use other investment techniques in managing the Underlying Funds, including those described below for Underlying Funds not specifically mentioned as investing in the security or using the investment technique, as well as securities and techniques not described, subject to limitations imposed by an Underlying Fund's investment objective, policies and restrictions described in that Underlying Fund's Prospectus and/or this Statement of Additional Information, as well as the federal securities laws.

The Underlying Funds' investment objectives, policies, strategies and practices described below are non-fundamental unless otherwise indicated.

5

As stated above, the Independence Funds are "funds of funds" which invest in Underlying Funds and generally do not directly invest in the securities or use the investment techniques discussed below. The types of securities and investment techniques discussed below generally are those of the Underlying Funds.

Equity Investments

Certain of the Underlying Funds may invest in the following types of 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. An Underlying 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 dividend 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 of the Underlying 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 Underlying Funds; (b) acquired through the exercise of equity features accompanying convertible securities held by the Underlying Funds, 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 an Underlying Fund.

The Underlying 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 an Underlying 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
- Junk Bonds" below.

6

ALTERNATIVE ENTITY SECURITIES. Companies that are formed as limited partnerships, limited liability companies, business trusts or other non-corporate entities may issue equity securities that are similar to common or preferred stock of corporations.

Foreign Investments

FOREIGN SECURITIES. Certain of the Underlying Funds may invest in 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.

Investments by an Underlying Fund in foreign securities, whether denominated in U.S. dollars or foreign currencies, may entail some or all of the risks set forth below. Investments by an Underlying Fund in ADRs, EDRs or similar securities also may entail some or all of the risks described below.

Currency Risk. The value of the Underlying 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 Underlying 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 Underlying Funds' investments.

Regulatory Risk. Foreign companies may not be 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 Underlying Funds may be reduced by a withholding tax at the source, which tax would reduce dividend income payable to the Underlying Funds' shareholders.

Market Risk. The securities markets in many of the countries in which the Underlying Funds invest will have substantially less trading volume than the major United States markets. As a result, the securities of some foreign companies may be less liquid and experience more price volatility than comparable domestic securities. Increased custodian costs as well as administrative costs (such as the need to use foreign custodians) may be associated with the maintenance of assets in foreign jurisdictions. There is generally less government regulation and supervision of foreign stock exchanges, brokers and issuers which may make it difficult to enforce contractual obligations. In addition, transaction costs in foreign securities markets are likely to be higher, since brokerage commission rates in foreign countries are likely to be higher than in the United States.

Risks of Developing Countries. Developing countries are those countries that are not included in the MSCI World Index. The Underlying Funds that are AIM 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

7

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 after investments in these currencies by the Underlying Funds. Inflation and rapid fluctuations in inflation rates have had and may continue to have negative effects on the economies and securities markets of certain emerging market countries. Many of the developing securities markets are relatively small or less diverse, have low trading volumes, suffer periods of relative illiquidity, and are characterized by significant price volatility. There is a risk in developing countries that a future economic or political crisis could lead to price controls, forced mergers of companies, expropriation or confiscatory taxation, seizure, nationalization, or creation of government monopolies, any of which may have a detrimental effect on the Underlying Funds' investments.

FOREIGN GOVERNMENT OBLIGATIONS. Certain of the Underlying Funds may invest in debt securities of foreign governments. 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 government obligations of developing countries, and some structures of emerging market debt securities, both of which are generally below investment grade, are sometimes referred to as "Brady Bonds".

FOREIGN EXCHANGE TRANSACTIONS. Certain of the Underlying Funds have 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. AIM International Total Return Fund, one of the Underlying Funds in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may also engage in foreign exchange transactions using futures or forward currency contracts for non-hedging purposes to enhance returns. An Underlying Fund may commit the same percentage of its assets to foreign exchange hedges as it can invest in foreign securities. Foreign exchange transactions include direct purchases of futures contracts with respect to foreign currency, and contractual agreements to purchase or sell a specified currency at a specified future date (up to one year) at a price set at the time of the contract. Such contractual commitments may be forward currency contracts entered into directly with another party or exchange traded futures contracts.

Certain of the Underlying 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 an Underlying Fund accruing in connection with the purchase or sale of its portfolio securities, the sale and redemption of shares of the Underlying Fund, or the payment of dividends and distributions by the Underlying 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. There can be no guarantee that these investments will be successful. Additionally, foreign exchange transactions may involve some of the risks of investments in foreign securities.

FLOATING RATE CORPORATE LOANS AND CORPORATE DEBT SECURITIES OF
NON-U.S. BORROWERS. AIM Floating Rate Fund, one of the Underlying Funds in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may invest in floating rate loans and floating rate debt securities that are made to non-U.S. borrowers, provided that the loans are U.S. dollar-denominated or otherwise provide for payment in U.S. dollars, and any such borrower meets the credit standards established by AIM and/or the AIM Floating Rate Fund's sub-advisor for U.S. borrowers. AIM Floating Rate Fund similarly may invest in floating rate loans and floating rate debt securities made to U.S. borrowers with significant non-U.S. dollar-denominated revenues, provided that the loans are U.S. dollar-denominated or otherwise provide for payment to AIM Floating Rate Fund in U.S. dollars. In all

8

cases where the floating rate loans or floating rate debt securities are not denominated in U.S. dollars, provisions will be made for payments to the lenders, including AIM Floating Rate Fund, in U.S. dollars pursuant to foreign currency swaps. Loans to non-U.S. borrowers or U.S. borrowers with significant non-U.S. dollar denominated revenues may involve risks not typically involved in domestic investment, including fluctuation in foreign exchange rates, future foreign political and economic developments, and the possible imposition of exchange controls or other foreign or U.S. governmental laws or restrictions applicable to such loans. There is the possibility of expropriation or confiscatory taxation, political or social instability, or diplomatic developments in certain foreign countries, which could affect AIM Floating Rate Fund's investments in those countries. Moreover, individual foreign economies may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, capital reinvestment, resource self-sufficiency and balance of payment position. In addition, information with respect to non-U.S. borrowers may differ from that available for U.S. borrowers, because foreign companies are not generally subject to accounting, auditing and financial reporting standards, practices and requirements comparable to those applicable to U.S. borrowers.

Debt Investments

U.S. GOVERNMENT OBLIGATIONS. Certain of the Underlying Funds may invest in 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 because investors receive no payment until maturity. Obligations of certain agencies and instrumentalities of the U.S. Government, such as the Government National Mortgage Association ("GNMA"), are supported by the full faith and credit of the U.S. Treasury; others, such as those of the Federal National Mortgage Association ("FNMA"), are supported by the right of the issuer to borrow from the U.S. Treasury; others, such as those of the former Student Loan Marketing Association ("SLMA"), are supported by the discretionary authority of the U.S. Government to purchase the agency's obligations; still others, although 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 Underlying Funds holding securities of such issuer might not be able to recover their investment from the U.S. Government.

MORTGAGE-BACKED AND ASSET-BACKED SECURITIES. Certain of the Underlying 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 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

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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 and from sales of personal property. 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 an Underlying 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. Although 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, 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 of the Underlying Funds may invest in CMOs. 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 the order A, B, C, Z. The Series A, B, and C Bonds all bear current interest. Interest on a 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 Underlying 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 Underlying Funds' diversification tests.

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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 an Underlying 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 an Underlying 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.

MUNICIPAL SECURITIES. Certain of the Underlying Funds may invest in "Municipal Securities," which include debt obligations of states, territories or possessions of the United States and the District of Columbia and their political subdivisions, agencies and instrumentalities. Municipal Securities are 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

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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. 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."

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 Underlying 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 an Underlying 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 of the Underlying 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 an Underlying 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 the Underlying Fund. Neither event would require an Underlying Fund to dispose of the security, but AIM will consider such events to be relevant in determining whether the Underlying 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, an Underlying Fund will attempt to use comparable ratings as standards for its investments in Municipal Securities in accordance with the investment policies described herein.

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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."

If an Underlying 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 Underlying Fund and affect its share price.

Certain of the Underlying Funds may invest in securities which are insured by financial insurance companies. Because a limited number of entities provide such insurance, an Underlying Fund may invest more than 25% of its assets in securities insured by the same insurance company.

Other Considerations. The ability of an Underlying Fund to achieve its investment objective depends upon the continuing ability of the issuers or guarantors of Municipal Securities held by the Underlying Fund to meet their obligations for the payment of interest and principal when due. The securities in which an Underlying 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 an Underlying 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 an Underlying Fund's shareholders will be the yield realized by the Underlying Fund on its investments, reduced by the general expenses of the Underlying Fund and the Trust. The market values of the Municipal Securities held by an Underlying 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.

BANK INSTRUMENTS. Certain of the Underlying 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 of the Underlying 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 an Underlying 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.

FLOATING RATE CORPORATE LOANS AND CORPORATE DEBT SECURITIES. AIM
Floating Rate Fund, one of the Underlying Funds in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may invest in floating rate loans. Floating rate loans consist generally of obligations of companies and other entities (collectively, "borrower") incurred for the purpose of reorganizing the assets and liabilities of a borrower; acquiring another company; taking over control of a company (leveraged buyout); temporary refinancing; or financing internal growth or other general business purposes. Floating rate loans are often obligations of borrowers who have incurred a significant percentage of debt compared to equity issued and thus are highly leveraged.

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Floating rate loans may include both term loans, which are generally fully funded at the time of AIM Floating Rate Fund's investment, and revolving loans, which may require AIM Floating Rate Fund to make additional investments in the loans as required under the terms of the loan agreement. A revolving credit loan agreement may require AIM Floating Rate Fund to increase its investment in a loan at a time when AIM Floating Rate Fund might not otherwise have done so, even if the borrower's condition makes it unlikely that the loan will be repaid.

A floating rate loan is generally offered as part of a lending syndicate to banks and other financial institutions and is administered in accordance with the terms of the loan agreement by an agent bank who is responsible for collection of principal and interest and fee payments from the borrower and apportioning those payments to all lenders who are parties to the agreement. Typically, the agent is given broad discretion to enforce the loan agreement and is compensated by the borrower for its services.

Floating rate loans may be acquired by direct investment as a lender at the inception of the loan or by assignment of a portion of a floating rate loan previously made to a different lender or by purchase of a participation interest. If AIM Floating Rate Fund makes a direct investment in a loan as one of the lenders, it generally acquires the loan at par. This means AIM Floating Rate Fund receives a return at the full interest rate for the loan. If AIM Floating Rate Fund acquires its interest in loans in the secondary market, the loans may be purchased or sold above, at, or below par, which can result in a yield that is below, equal to, or above the stated interest rate of the loan. See also "Participation Interests" below.

Historically, floating rate loans have not been registered with the Securities and Exchange Commission or any state securities commission or listed on any securities exchange. As a result, the amount of public information available about a specific floating rate loan has been historically less extensive than if the floating rate loan were registered or exchange traded.

Floating rate debt securities are typically in the form of notes or bonds issued in public or private placements in the securities markets. Floating rate debt securities will typically have substantially similar terms to floating rate loans, but will not be in the form of participations or assignments.

The floating rate loans and debt securities in which AIM Floating Rate Fund invests will, in most instances, be secured and senior to other indebtedness of the borrower. Each floating rate loan and debt security will generally be secured by collateral such as accounts receivable, inventory, equipment, real estate, intangible assets such as trademarks, copyrights and patents, and securities of subsidiaries or affiliates. The value of the collateral generally will be determined by reference to financial statements of the borrower, by an independent appraisal, by obtaining the market value of such collateral, in the case of cash or securities if readily ascertainable, or by other customary valuation techniques considered appropriate by AIM and/or AIM Floating Rate Fund's sub-advisor. The value of collateral may decline after AIM Floating Rate Fund's investment, and collateral may be difficult to sell in the event of default. Consequently, AIM Floating Rate Fund may not receive all the payments to which it is entitled. Up to 20% of AIM Floating Rate Fund's assets may be invested in unsecured floating rate loans and debt securities or subordinated floating rate loans and debt securities, which may or may not be secured. If the borrower defaults on an unsecured loan or security, there is no specific collateral on which the lender can foreclose. If the borrower defaults on a subordinated loan or security, the collateral may not be sufficient to cover both the senior and subordinated loans and securities.

Most borrowers pay their debts from cash flow generated by their businesses. If a borrower's cash flow is insufficient to pay its debts, it may attempt to restructure its debts rather than sell collateral. Borrowers may try to restructure their debts by filing for protection under the federal bankruptcy laws or negotiating a work-out. If a borrower becomes involved in a bankruptcy proceeding, access to collateral may be limited by bankruptcy and other laws. If a court decides that access to collateral is limited or void, AIM Floating Rate Fund may not recover the full amount of principal and interest that is due.

A borrower must comply with certain restrictive covenants contained in the loan agreement or indenture (in the case of floating rate debt securities). In addition to requiring the scheduled payment of principal and interest, these covenants may include restrictions on the payment of dividends and other

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distributions to the borrower's shareholders, provisions requiring compliance with specific financial ratios, and limits on total indebtedness. The agreement may also require the prepayment of the floating rate loans or debt securities from excess cash flow. A breach of a covenant that is not waived by the agent (or lenders directly) is normally an event of default, which provides the agent and lenders the right to call for repayment of the outstanding floating rate loan or debt security.

Purchasers of floating rate loans may receive and/or pay certain fees. These fees are in addition to interest payments and may include commitment fees, facility fees, and prepayment penalty fees. When AIM Floating Rate Fund buys a floating rate loan, it may receive a facility fee, and when it sells a floating rate loan, it may pay an assignment fee.

It is expected that the majority of floating rate loans and debt securities will have stated maturities of three to ten years. However, because floating rate loans and debt securities are frequently prepaid, it is expected that the average maturity will be three to five years. The degree to which borrowers prepay floating rate loans and debt securities, whether as a contractual requirement or at the borrower's election, may be affected by general business conditions, the borrower's financial condition and competitive conditions among lenders. Prepayments cannot be predicted with accuracy. Prepayments may result in the Underlying Fund's investing in floating rate loans and debt securities with lower yields.

PARTICIPATION INTERESTS. Certain of the Underlying 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 Underlying Funds generally will have no right directly to enforce compliance by the borrower with the terms of the credit agreement. Instead, an Underlying Fund will be required to rely on the Lender or the Participant that sold the participation interest both for the enforcement of the Underlying Fund's rights against the Borrower and for the receipt and processing of payments due to the Underlying Fund under the loans. Under the terms of a participation interest, an Underlying Fund may be regarded as a member of the Participant and thus the Underlying Fund is subject to the credit risk of both the Borrower and a Participant. Participation interests are generally subject to restrictions on resale. The Underlying Funds consider participation interests to be illiquid and therefore subject to the Underlying Funds' percentage limitations for investments in illiquid securities.

The Underlying Funds may be subject to the credit of both the agent and the lender from whom the Underlying Fund acquires a participation interest. AIM Floating Rate Fund will invest in participation interests only if, at the time of investment, the outstanding debt obligations of the agent bank and any lenders or participants interposed between the borrower and the Underlying Fund are investment grade, i.e. rated BBB, A-3 or higher by Standard & Poor's ("S&P") or Baa, P-3 or higher by Moody's Investor Service, Inc. ("Moody's"), or if unrated, deemed by AIM and/or AIM Floating Rate Fund's sub-advisor to be of comparable quality. These credit risks may include delay in receiving payments of principal and interest paid by the borrower to the agent or, in the case of a participation, offsets by the lender's regulator against payments received from the borrower. In the event of the borrower's bankruptcy, the borrower's obligation to repay the floating rate loan may be subject to defenses that the borrower can assert as a result of improper conduct by the agent.

COLLATERALIZED LOAN OBLIGATIONS ("CLOS"). AIM Floating Rate Fund, one
of the Underlying Funds in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may invest in CLOs, which are debt instruments backed solely by a pool of other debt securities. The risks of an investment in a CLO depend largely on the type of the collateral securities and the class of the CLO in which AIM Floating Rate Fund invests. Some CLOs have credit ratings, but are typically issued in various classes with various priorities. Normally, CLOs are privately offered and sold (that is, not registered under the securities laws) and may be characterized by AIM Floating Rate Fund as illiquid securities, but an active dealer market may exist for CLOs that qualify for Rule 144A transactions. In addition to the normal interest rate, default and other risks of fixed income securities, CLOs carry additional risks, including the possibility that distributions from collateral securities will not be adequate to

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make interest or other payments, the quality of the collateral may decline in value or default, AIM Floating Rate Fund may invest in CLOs that are subordinate to other classes, volatility in values, and may produce disputes with the issuer or unexpected investment results.

COMMERCIAL INSTRUMENTS. Certain of the Underlying Funds may invest in commercial instruments, including commercial paper, master notes and other short-term corporate instruments, that are denominated in U.S. dollars. Commercial paper consists of short-term promissory notes issued by corporations. Commercial paper may be traded in the secondary market after its issuance. Master notes are demand notes that permit the investment of fluctuating amounts of money at varying rates of interest pursuant to arrangements with issuers who meet the quality criteria of the Underlying Funds. 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. Master notes are generally illiquid and therefore subject to the Underlying Funds' percentage limitations for investments in illiquid securities.

INVESTMENT GRADE DEBT OBLIGATIONS. Certain of the Underlying Funds 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 an Underlying 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 of the Underlying 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 may be 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.

The Underlying Funds 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 an Underlying Fund's ability to dispose of particular issues and may also make it more difficult for the Underlying Fund to obtain accurate market quotations in valuing these assets. In the event an Underlying Fund experiences an unexpected level of net redemptions, the Underlying 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.

Descriptions of debt securities ratings are found in Appendix A.

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LIQUID ASSETS. For cash management purposes, each Fund and each Underlying Fund may hold a portion of its assets in cash or cash equivalents, including shares of affiliated money market funds. In anticipation of or in response to adverse market or other conditions, or atypical circumstances such as unusually large cash inflows or redemptions, each Fund and each Underlying Fund may temporarily hold all or a portion of its assets in cash, cash equivalents (including shares of affiliated money market funds) or high-quality debt instruments. As a result, the Independence Funds and the Underlying Funds may not achieve their investment objective.

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).

STRUCTURED NOTES. Certain of the Underlying Funds that are PowerShares ETFs may invest in structured notes. Structured notes are derivative debt securities, the interest rate or principal of which is determined by reference to changes in the value of a specific asset, reference rate, or index (the "reference") or the relative change in two or more references. The interest rate or the principal amount payable upon maturity or redemption may increase or decrease, depending upon changes in the reference. The terms of a structured note may provide that, in certain circumstances, no principal is due at maturity and, therefore may result in a loss of invested capital. Structured notes may be indexed positively or negatively, so that appreciation of the reference may produce an increase or decrease in the interest rate or value of the principal at maturity. In addition, changes in the interest rate or the value of the principal at maturity may be fixed at a specified multiple of the change in the value of the reference, making the value of the note particularly volatile.

Structured notes may entail a greater degree of market risk than other types of debt securities because the investor bears the risk of the reference. Structured notes also may be more volatile, less liquid, and more difficult to price accurately than less complex securities or more traditional debt securities.

Other Investments

REAL ESTATE INVESTMENT TRUSTS ("REITS"). To the extent consistent with their respective investment objectives and policies, certain of the Underlying Funds may invest in equity and/or debt securities issued by 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.

REITs can generally be classified as equity REITs, mortgage REITs and hybrid REITs. Equity REITs generally invest a majority of their assets in income-producing real estate properties in order to generate cash flow from rental income and a gradual asset appreciation. The income-producing real estate properties in which equity REITs invest typically include properties such as office, retail, industrial, hotel and apartment buildings and healthcare facilities. Equity REITs can realize capital gains by selling properties that have appreciated in value. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments on the mortgages. Hybrid REITs combine the characteristics of both equity REITs and mortgage REITs.

REITs can be listed and traded on national securities exchanges or can be traded privately between individual owners. Certain of the Underlying Funds may invest in both publicly and privately traded REITs.

To the extent that an Underlying Fund has the ability to invest in REITs, the Underlying Fund could conceivably own real estate directly as a result of a default on the securities it owns. An Underlying 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

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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 an Underlying Fund. By investing in REITs indirectly through an Underlying Fund, a shareholder will bear not only his/her proportionate share of the expenses of the Underlying Fund, but also, indirectly, similar expenses of the REITs.

OTHER INVESTMENT COMPANIES. Each Underlying Fund may purchase shares of other investment companies. As discussed previously, the Independence Funds are structured as "funds of funds" under the 1940 Act and invest in other investment companies, namely AIM Funds and PowerShares ETFs.

For each Underlying Fund, the 1940 Act imposes the following restrictions on investments in other investment companies: (i) an Underlying Fund may not purchase more than 3% of the total outstanding voting stock of another investment company; (ii) an Underlying Fund may not invest more than 5% of its total assets in securities issued by another investment company; and
(iii) an Underlying Fund may not invest more than 10% of its total assets in securities issued by other investment companies. These restrictions do not apply to investments by the Underlying Funds in investment companies that are money market funds, including money market funds that have AIM or an affiliate of AIM as an investment advisor (the "Affiliated Money Market Funds"). Also, as "funds of funds" under the 1940 Act, the Independence Funds are not subject to these restrictions when purchasing shares of the Underlying Funds.

With respect to an Underlying Fund's purchase of shares of another investment company, including an Affiliated Money Market Fund, the Underlying Fund will indirectly bear its proportionate share of the advisory fees and other operating expenses of such investment company.

EXCHANGE-TRADED FUNDS. Each Underlying Fund may purchase shares of exchange-traded funds ("ETFs"). Most ETFs are registered under the 1940 Act as investment companies. Therefore, an Underlying Fund's purchase of shares of an ETF may be subject to the restrictions on investments in other investment companies discussed above under "Other Investment Companies." As discussed previously, the Independence Funds are structured as "funds of funds" under the 1940 Act and invest in other investment companies, namely AIM Funds and PowerShares ETFs.

ETFs hold portfolios of securities, commodities and/or currencies that are designed to replicate, as closely as possible before expenses, the price and/or yield of (i) a specified market or other index, (ii) a basket of securities, commodities or currencies, or (iii) a particular commodity or currency. The performance results of ETFs will not replicate exactly the performance of the pertinent index, basket, commodity or currency due to transaction and other expenses, including fees to service providers, borne by ETFs. ETF shares are sold and redeemed at net asset value only in large blocks called creation units and redemption units, respectively. ETF shares also may be purchased and sold in secondary market trading on national securities exchanges, which allows investors to purchase and sell ETF shares at their market price throughout the day.

Investments in ETFs involve the same risks associated with a direct investment in the commodity or currency, or in the types of securities, commodities and/or currrencies included in the indicies or baskets the ETFs are designed to replicate. In addition, shares of an ETF may trade at a market price that is higher or lower than their net asset value and an active trading market in such shares may not develop or continue. Moreover, trading of an ETF's shares may be halted if the listing exchange's

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officials deem such action to be appropriate, the shares are de-listed from the exchange, or the activation of market-wide "circuit breakers" (which are tied to large decreases in stock prices) halts stock trading generally. Finally there can be no assurance that the portfolio of securities, commodities and/or currencies purchased by an ETF to replicate a particular index or basket will replicate (i) such index or basket, or (ii) a commodity or currency will replicate the prices of such commodity or currency.

DEFAULTED SECURITIES. Certain of the Underlying Funds may invest in defaulted securities. In order to enforce its rights in defaulted securities, an Underlying 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 the Underlying Fund's operating expenses and adversely affect its net asset value. Any investments by an Underlying Fund 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 of the Underlying Funds may invest in securities that 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 an Underlying Fund (exclusive of floating rate corporate loans purchased by AIM Floating Rate Fund) are subject to payment of principal and accrued interest (usually within seven days) on the Underlying 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 the Underlying Funds. AIM will monitor the pricing, quality and liquidity of the variable or floating rate securities held by the Underlying Funds.

INDEXED SECURITIES. Certain of the Underlying 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 of the Underlying 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, an Underlying Fund 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.

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Investment Techniques

DELAYED DELIVERY TRANSACTIONS. Delayed delivery transactions, also referred to as forward commitments, involve commitments by an Underlying Fund to dealers or issuers to acquire or sell securities at a specified future date beyond the customary settlement for such securities. These commitments may fix the payment price and interest rate to be received or paid on the investment. Certain of the Underlying Funds may purchase securities on a delayed delivery basis to the extent they can anticipate having available cash on the settlement date. Delayed delivery agreements will not be used as a speculative or leverage technique.

Investment in securities on a delayed delivery basis may increase an Underlying Fund's exposure to market fluctuation and may increase the possibility that the Underlying Fund will incur short-term gains subject to federal taxation or short-term losses if the Underlying Fund must engage in portfolio transactions in order to honor a delayed delivery commitment. Until the settlement date, an Underlying 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 an Underlying Fund that is an AIM Fund if, as a result, more than 25% of the Underlying 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 an Underlying Fund and will be subject to the risk of market fluctuation. The purchase price of the delayed delivery securities is a liability of an Underlying Fund until settlement. Absent extraordinary circumstances, an Underlying Fund will not sell or otherwise transfer the delayed delivery basis securities prior to settlement.

An Underlying Fund may enter into buy/sell back transactions (a form of delayed delivery agreement). In a buy/sell back transaction, an Underlying 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. Certain of the Underlying Funds may purchase 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. An Underlying Fund that is an AIM Fund will only make commitments to purchase such securities with the intention of actually acquiring such securities, but the Underlying 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 an Underlying 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 an Underlying 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 Underlying Fund's assets will fluctuate to a greater degree. Furthermore, when the time comes for the Underlying Fund to meet its obligations under when-issued commitments, the Underlying 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 Underlying Fund's payment obligation).

Investment in securities on a when-issued basis may increase an Underlying Fund's exposure to market fluctuation and may increase the possibility that the Underlying Fund will incur short-term gains subject to federal taxation or short-term losses if the Underlying Fund must sell another security in order to honor a when-issued commitment. The Underlying Funds that are AIM Funds will employ techniques designed to reduce such risks. If an Underlying Fund purchases a when-issued security, the Underlying

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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 Underlying Fund's when-issued commitments. No additional delayed delivery agreements (as described above) or when-issued commitments will be made by an Underlying Fund that is an AIM Fund if, as a result, more than 25% of the Underlying Fund's total assets would become so committed.

SHORT SALES. Certain of the Underlying Funds may engage in short sales "against the box," meaning that at all times when a short position is open the Underlying Fund owns an equal amount of such securities or securities convertible into, or exchangeable for, without payment of any further consideration, securities of the same issue as, and in an amount equal to, the securities sold short. To secure its obligation to deliver the securities sold short "against the box," an Underlying Fund will segregate with its custodian an equal amount of the securities sold short or securities convertible into or exchangeable for an equal amount of such securities. Short sales "against the box" result in a "constructive sale" and require the underlying Fund to recognize any taxable gain unless an exception to the constructive sale rule applies. Open short positions established by AIM International Total Return Fund, an Underlying Fund in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invests, using futures or forward currency contracts are not deemed to constitute selling securities short. An Underlying Fund that is an AIM Fund will not sell a security short if, as a result of such short sale, the aggregate market value of all securities sold short exceeds 10% of the Underlying Fund's total assets.

An Underlying Fund will make a short sale, as a hedge, when it believes that the price of a security may decline, causing a decline in the value of a security owned by the Underlying Fund or a security convertible into or exchangeable for such security, or when the Underlying 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 an Underlying 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 an Underlying Fund owns, either directly or indirectly, and, in the case where the Underlying Fund owns convertible securities, changes in the conversion premium. In determining the number of shares to be sold short against an Underlying Fund's position in a convertible security, the anticipated fluctuation in the conversion premium is considered.

In addition to enabling the Underlying Funds to hedge against market risk, short sales may afford the Underlying Funds an opportunity to earn additional current income to the extent the Underlying Funds are able to enter into arrangements with broker-dealers through which the short sales are executed to receive income with respect to the proceeds of the short sales during the period the Underlying Funds' short positions remain open. There is no assurance that the Underlying Funds will be able to enter into such arrangements.

See "Dividends, Distributions and Tax Matters - Tax Matters - Determination of Taxable Income of a Regulated Investment Company."

MARGIN TRANSACTIONS. None of the Independence Funds nor any of the Underlying Funds will purchase any security on margin, except that each Underlying Fund may obtain such short-term credits as may be necessary for the clearance of purchases and sales of portfolio securities. The payment by an Underlying Fund of initial or variation margin in connection with futures or related options transactions or other derivative instruments will not be considered the purchase of a security on margin.

SWAP AGREEMENTS. Certain of the Underlying 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 Underlying 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

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predetermined investments or instruments. The gross returns to be exchanged or "swapped" between the parties are calculated with respect to a "notional amount," i.e., the return on or increase in value of a particular dollar amount invested at a particular interest rate, in a particular foreign currency, or in a "basket" of securities representing a particular index. Commonly used swap agreements include: (i) interest rate caps, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates exceed a specified rate, or "cap"; (ii) interest rate floors, under which, in return for a premium, one party agrees to make payments to the other to the extent that interest rates fall below a specified level, or "floor"; and (iii) interest rate collars, under which a party sells a cap and purchases a floor or vice versa in an attempt to protect itself against interest rate movements exceeding given minimum or maximum levels.

The "notional amount" of the swap agreement is only a fictitious basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. Swaps are generally governed by a single master agreement for each counterparty, and the agreements allow for netting of counterparties' obligations on specific transactions. An Underlying Fund's obligation or rights will be the net amount owed to or by the counterparty. An Underlying Fund's current obligations under a swap agreement will be accrued daily (on a net basis), and the Underlying Fund will maintain cash or liquid assets in an amount equal to amounts owed to a swap counterparty less the value of any collateral posted. An Underlying Fund that is an AIM Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under the swap agreements with that counterparty would exceed 5% of the Underlying Fund's net assets determined on the date the transaction is entered into. For a discussion of the tax considerations relating to swap agreements, see "Dividends, Distributions and Tax Matters - Swap Agreements."

CREDIT DEFAULT SWAPS. Certain of the Underlying Funds may enter into Credit Default Swaps ("CDS"). A CDS is an agreement between two parties pursuant to which one party agrees to make one or more payments to the other, while the other party would assume the risk of default on a referenced debt obligation. CDS may be direct ("unfunded swaps") or indirect in the form of a structured note ("funded swaps"). Unfunded and funded credit default swaps may be on a single security or packaged as a basket of CDS. An Underlying Fund may buy a CDS ("buy credit protection") in which it pays a fixed payment over the life of the swap in exchange for a counterparty taking on the risk of default of a referenced debt obligation ("Reference Entity"). Alternatively, an Underlying Fund may sell a CDS ("sell protection") in which it will receive a fixed payment in exchange for taking on the credit risk of the Reference Entity. An investment in a CDS may cause the portfolio performance to be more or less volatile.

CDS agreements are typically individually negotiated and structured. CDS agreements may be entered into for investment or hedging purposes. An Underlying Fund may enter into CDS to create direct or synthetic long or short exposure to domestic or foreign corporate debt securities or sovereign debt securities

As a buyer of a CDS, an Underlying Fund would pay a fixed spread over the life of the agreement to the seller of the CDS. If an event of default occurs, the fixed payment stream would cease, the Underlying Fund would deliver defaulted bonds to the seller and the seller would pay the full notional value, or the "par value", of the reference obligation to the Underlying Fund. The Underlying Fund may already own the reference bonds or may purchase a deliverable bond in the market. Alternatively, the two counterparties may agree to cash settlement. If no event of default occurs, the Underlying Fund pays the fixed stream of cash flows to the seller, and no other exchange occurs.

As a seller of CDS, an Underlying Fund would receive a fixed payment stream. If an event of default occurs, the fixed payment stream stops, the Underlying Fund would pay the buyer par, and, in return, the Underlying Fund would receive deliverable bonds. Alternatively, if cash settlement is elected, the Underlying Fund would pay the buyer par less the market value of the referenced bonds. If no event of default occurs, the Underlying Fund receives the cash flow payment over the life of the agreement.

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Risks of CDS include the risk that a counterparty may default on amounts owed to the Underlying Fund, basis risk (risk that the price of a derivative used to hedge or reflect an underlying bond behaves differently than the price of that bond), liquidity risk and market risk.

Credit Derivatives may create covered or uncovered exposure to the Underlying Funds. The Underlying Funds generally will employ a strategy of setting aside liquid assets to cover any potential obligation. This strategy would be employed to avoid multiplying an Underlying Fund's economic exposure and would limit risks of leveraging. For example, the Underlying Fund may sell protection on a Reference Entity bearing the risk of delivering par to the counterparty. The Underlying Fund would set aside liquid assets, marked to the market daily, to cover this potential obligation.

CDS agreements are generally governed by a single master agreement for each counterparty, and the agreements allow for netting of counterparties' obligations on specific transactions. An Underlying Fund's obligation or rights will be the net amount owed to or by the counterparty. An Underlying Fund's current obligations under a swap agreement will be accrued daily (on a net basis), and the Underlying Fund will maintain cash or liquid assets in an amount equal to amounts owed to a swap counterparty less the value of any collateral posted. An Underlying Fund that is an AIM Fund will not enter into a transaction with any single counterparty if the net amount owed or to be received under existing transactions under swap agreements with that counterparty would exceed 5% of the Underlying Fund's net assets determined on the date the CDS is entered into.

CDS Options. An Underlying Fund may additionally enter into CDS option transactions which grant the holder the right, but not the obligation, to enter into a credit default swap at a specified future date and under specified terms in exchange for a purchase price ("premium"). The writer of the option bears the risk of any unfavorable move in the value of the CDS relative to the market value on the exercise date, while the purchaser may allow the option to expire unexercised. For a discussion of the tax considerations relating to swap agreements, see "Dividends, Distributions and Tax Matters - Swap Agreements."

FOREIGN CURRENCY SWAPS. Loans to non-U.S. borrowers and to U.S. borrowers with significant non-U.S. dollar-denominated revenues may provide for conversion of all or part of the loan from a U.S. dollar-denominated obligation into a foreign currency obligation at the option of the borrower. AIM Floating Rate Fund, one of the Underlying Funds in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may invest in floating rate loans and floating rate debt securities which have been converted into non-U.S. dollar-denominated obligations only when provision is made for payments to the lenders in U.S. dollars pursuant to foreign currency swap arrangements. Foreign currency swaps involve the exchange by the lenders, including AIM Floating Rate Fund, with another party (the "counterparty") of the right to receive the currency in which the loans are denominated for the right to receive U.S. dollars. AIM Floating Rate Fund will enter into a transaction subject to a foreign currency swap only if, at the time of entering into such swap, the outstanding debt obligations of the counterparty are investment grade,
i.e., rated BBB or A-3 or higher by Standard & Poor's or Baa or P-3 or higher by Moody's or determined to be of comparable quality in the judgment of the sub-advisor of the Underlying Fund. The amounts of U.S. dollar payments to be received by the lenders and the foreign currency payments to be received by the counterparty are fixed at the time the swap arrangement is entered into. Accordingly, the swap protects AIM Floating Rate Fund from the fluctuations in exchange rates and locks in the right to receive payments under the loan in a predetermined amount of U.S. dollars. If there is a default by the counterparty, AIM Floating Rate Fund will have contractual remedies pursuant to the swap arrangements; however, the U.S. dollar value of AIM Floating Rate Fund's right to foreign currency payments under the loan will be subject to fluctuations in the applicable exchange rate to the extent that a replacement swap arrangement is unavailable or AIM Floating Rate Fund is unable to recover damages from the defaulting counterparty. If the borrower defaults on or prepays the underlying corporate loan or corporate debt security, AIM Floating Rate Fund may be required pursuant to the swap arrangements to compensate the counterparty to the extent of fluctuations in exchange rates adverse to the counterparty. In the event of such a default or prepayment, an amount of cash or high grade liquid debt securities having an aggregate net asset value at least equal

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to the amount of compensation that must be paid to the counterparty pursuant to the swap arrangements will be maintained in a segregated account by AIM Floating Rate Fund's custodian.

INTEREST RATE SWAPS. Certain federal income tax requirements may limit AIM Floating Rate Fund's ability to engage in interest rate hedging transactions. Gains from transactions in interest rate hedges distributed to Shareholders will be taxable as ordinary income or, in certain circumstances, as long-term capital gains. See "Taxes."

AIM Floating Rate Fund, one of the Underlying Funds in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may or may not enter into interest rate swaps in order to hedge its loans and securities against fluctuations in interest rates. Interest rate swaps involve the exchange by AIM Floating Rate Fund with another party of their respective commitments to pay or receive interest, such as an exchange of fixed rate payments for floating rate payments. For example, if AIM Floating Rate Fund holds a loan or debt security with an interest rate that is reset only once each year, it may swap the right to receive interest at this fixed rate for the right to receive interest at a rate that is reset every week. This would enable AIM Floating Rate Fund to offset a decline in the value of the loan or debt security due to rising interest rates, but would also limit its ability to benefit from falling interest rates.

Inasmuch as these interest rate hedging transactions are entered into for good faith hedging purposes, the sub-advisor of AIM Floating Rate Fund believes that such obligations do not constitute senior securities and, accordingly, will not treat them as being subject to its borrowing restrictions. AIM Floating Rate Fund usually will enter into interest rate swaps on a net basis, i.e., the two payment streams are netted out, with AIM Floating Rate Fund receiving or paying, as the case may be, only the net amount of the two payments. The net amount of the excess, if any, of AIM Floating Rate Fund's obligations over its entitlements with respect to each interest rate swap will be accrued on a daily basis, and an amount of cash or other liquid assets having an aggregate net asset value at least equal to the accrued excess will be segregated by AIM Floating Rate Fund's custodian. If the interest rate swap transaction is entered into on other than a net basis, the full amount of AIM Floating Rate Fund's obligations will be accrued on a daily basis, and the full amount of AIM Floating Rate Fund's obligations will be segregated by AIM Floating Rate Fund's custodian. AIM Floating Rate Fund will not enter into any interest rate hedging transaction unless the sub-advisor of the Underlying Fund considers the credit quality of the unsecured senior debt or the claims-paying ability of the other party to the swap to be investment grade. If there is a default by the other party to such a transaction, AIM Floating Rate Fund will have contractual remedies pursuant to the agreements related to the transaction but such remedies may be subject to bankruptcy and insolvency laws which could affect AIM Floating Rate Fund's rights as a creditor. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, many portions of the swap market have become relatively liquid in comparison with other similar instruments traded in the interbank market. In addition, although the terms of interest rate swaps may provide for termination, there can be no assurance AIM Floating Rate Fund will be able to terminate an interest rate swap or to sell or offset interest rate caps or floors that it has purchased.

The use of interest rate hedges is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio transactions. If the sub-advisor of the Underlying Fund is incorrect in its forecasts of market values, interest rates and other applicable factors, the investment performance of AIM Floating Rate Fund would diminish compared with what it would have been if these investment techniques were not used.

Except as noted above, there is no limit on the amount of interest rate hedging transactions that may be entered into by AIM Floating Rate Fund. These transactions do not involve the delivery of securities or other underlying assets or principal. Accordingly, the risk of loss with respect to interest rate hedges is limited to the net amount of interest payments that AIM Floating Rate Fund is contractually obligated to make. If the loan underlying an interest rate swap is prepaid and AIM Floating Rate Fund continues to be obligated to make payments to the other party to the swap, AIM Floating Rate Fund

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would have to make such payments from another source. If the other party to an interest rate swap defaults, AIM Floating Rate Fund's risk of loss consists of the net amount of interest payments that AIM Floating Rate Fund contractually is entitled to receive. Since interest rate transactions are individually negotiated, the sub-advisor of the Underlying Fund expects to achieve an acceptable degree of correlation between AIM Floating Rate Fund's rights to receive interest and its rights and obligations to receive and pay interest pursuant to interest rate swaps.

INTERFUND LOANS. Each Independence Fund and each Underlying Fund that is an AIM Fund may lend uninvested cash up to 15% of its net assets to other funds advised by AIM (the "AIM Funds") and each Independence Fund and each Underlying Fund that is an AIM Fund may borrow from other AIM Funds to the extent permitted under such Underlying Fund's investment restrictions. During temporary or emergency periods, the percentage of an Underlying Fund's net assets that may be loaned to other AIM Funds may be increased as permitted by the SEC. If an Underlying Fund that is an AIM Fund has borrowed from other AIM Funds and has aggregate borrowings from all sources that exceed 10% of such Underlying Fund's total assets, such Underlying Fund will secure all of its loans from other AIM Funds. The ability of an Underlying Fund that is an AIM Fund to lend its securities to other AIM Funds is subject to certain other terms and conditions.

BORROWING. Each Independence Fund and each Underlying Fund that is an AIM Fund may borrow money to a limited extent for temporary or emergency purposes. Each Underlying Fund that is a PowerShares ETF may borrow money from a bank up to a limit of 10% of the value of its assets, but only for temporary or emergency purposes. If there are unusually heavy redemptions because of changes in interest rates or Underlying Fund performance, or for any other reason, an Underlying 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 and/or market price per share or decreased dividend income, or both. The Trust believes that, in the event of abnormally heavy redemption requests, an Independence Fund's and an Underlying Fund's borrowing ability would help to mitigate any such effects and could make the forced sale of their portfolio securities less likely.

BORROWING - AIM FLOATING RATE FUND. AIM Floating Rate Fund, one of the Underlying Funds in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may borrow money in amounts not exceeding 33 1/3% of the value of its total assets (including the amount borrowed) less liabilities (other than borrowings). AIM Floating Rate Fund may borrow for leveraging, for temporary or emergency purposes, in anticipation of or in response to adverse market conditions, or for cash management purposes. AIM Floating Rate Fund may borrow to finance additional investments only when it believes that the return that may be earned on investments purchased with the proceeds of such borrowings or offerings will exceed the costs, including debt service, associated with such borrowings. However, to the extent such costs exceed the return on the additional investments, the return realized by AIM Floating Rate Fund's shareholders will be adversely affected. AIM Floating Rate Fund's borrowing for leverage creates an opportunity for a greater total return to AIM Floating Rate Fund, but, at the same time, increases exposure to losses.

Capital raised through borrowing is subject to interest costs which may or may not exceed the interest paid on the assets purchased. In addition, AIM Floating Rate Fund also may be required to maintain minimum average balances in connection with borrowings or to pay a commitment or other fee to maintain a line of credit. Either of these requirements will increase the cost of borrowing over the stated interest rate. Borrowing can create an opportunity for greater income per share, but such borrowing is also a speculative technique that will increase AIM Floating Rate Fund's exposure to capital risk. Such risks may be reduced through the use of borrowings that have floating rates of interest. Unless the income and appreciation, if any, on assets acquired with borrowed funds exceeds the costs of borrowing, the use of borrowing will diminish the investment performance of AIM Floating Rate Fund, as compared to what it would have been without leverage.

AIM Floating Rate Fund, along with certain other investment companies advised by AIM, has entered into a committed, unsecured line of credit with a syndicate of banks in the maximum aggregate principal amount of $225 million.

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Under the 1940 Act, once AIM Floating Rate Fund incurs indebtedness, it must immediately have asset coverage of 300% of the aggregate outstanding principal balance of indebtedness in place. Additionally, the 1940 Act requires that, before AIM Floating Rate Fund declares any dividend or other distribution upon any class of shares, or purchases any such shares, it have in place asset coverage of at least 300% of the aggregate indebtedness of the fund, after deducting the amount of such dividend, distribution, or purchase price.

AIM Floating Rate Fund's willingness to borrow money for investment purposes, and the amount it borrows depends upon many factors, the most important of which are investment outlook, market conditions and interest rates. Successful use of a leveraging strategy depends on the sub-advisor of the Underlying Fund's ability to predict correctly interest rates and market movements, and a leveraging strategy may not be successful during any period in which it is employed.

LEVERAGING. AIM Floating Rate Fund, one of the Underlying Funds in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may employ "leverage" by borrowing money and using it to purchase additional securities. Leverage increases both investment opportunity and investment risk. If the investment gains on the securities purchased with borrowed money exceed the interest paid on the borrowing, the net asset value of AIM Floating Rate Fund's shares will rise faster than would otherwise be the case. On the other hand, if the investment gains fail to cover the cost (including interest on borrowings), or if there are losses, the net asset value of AIM Floating Rate Fund's shares will decrease faster than would otherwise be the case. AIM Floating Rate Fund will maintain asset coverage of at least 300% for all such borrowings, and should such asset coverage at any time fall below 300%, AIM Floating Rate Fund will be required to reduce its borrowings within three days to the extent necessary to satisfy this requirement. To reduce its borrowings, AIM Floating Rate Fund might be required to sell securities at a disadvantageous time. Interest on money borrowed is an expense AIM Floating Rate Fund would not otherwise incur, and AIM Floating Rate Fund may therefore have little or no investment income during periods of substantial borrowings.

LENDING PORTFOLIO SECURITIES. Each Underlying Fund may lend their portfolio securities 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 Underlying Fund may lend portfolio securities to the extent of one-third of its total assets.

An Underlying Fund will not have the right to vote securities while they are on loan, but it can call a loan in anticipation of an important vote. The Underlying 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 Underlying 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 Underlying 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 an Underlying Fund's investment guidelines, in short-term money market instruments or, with respect to Underlying Funds that are AIM Funds, Affiliated Money Market Funds. For purposes of determining whether an Underlying Fund is complying with its investment policies, strategies and restrictions, the Underlying Fund will consider the loaned securities as assets of the Underlying Fund, but will not consider any collateral received as an Underlying Fund asset.

From time to time, Underlying Funds that are PowerShares ETFs may return a part of the interest earned from the investment of collateral received from securities loaned to the borrower and/or a third party that is unaffiliated with such Underlying Fund and that is acting as a finder.

REPURCHASE AGREEMENTS. Certain of the Underlying Funds that are AIM Funds may engage in repurchase agreement transactions involving the types of securities in which it is permitted to invest. Each Underlying Fund that is a PowerShares ETF may enter into repurchase agreements with (i) member

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banks of the Federal Reserve System having total assets in excess of $500 million and (ii) securities dealers ("Qualified Institutions"). PowerShares Capital will monitor the continued creditworthiness of Qualified Institutions. Repurchase agreements are agreements under which an Underlying 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 an Underlying Fund's holding period. An Underlying 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 Underlying Fund on demand and the effective interest rate is negotiated on a daily basis.

If the seller of a repurchase agreement fails to repurchase the security in accordance with the terms of the agreement, an Underlying 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. In addition, although the Bankruptcy Code and other insolvency laws may provide certain protections for some types of repurchase agreements, if the seller of a repurchase agreement should be involved in bankruptcy or insolvency proceedings, an Underlying Fund may incur delay and costs in selling the underlying security or may suffer a loss of principal and interest if the value of the underlying security declines. 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 Underlying Funds that are AIM 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 an Underlying Fund under the 1940 Act.

REVERSE REPURCHASE AGREEMENTS. Certain of the Underlying Funds may engage in reverse repurchase agreements. Reverse repurchase agreements are agreements that involve the sale by an Underlying Fund of securities to financial institutions such as banks and broker-dealers, with an agreement that the Underlying Fund will repurchase the securities at an agreed upon price and date. During the reverse repurchase agreement period, an Underlying Fund continues to receive interest and principal payments on the securities sold. An Underlying 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.

Reverse repurchase agreements involve the risk that the market value of securities to be purchased by an Underlying Fund may decline below the price at which the Underlying Fund is obligated to repurchase the securities, or that the other party may default on its obligation, so that the Underlying Fund is delayed or prevented from completing the transaction. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, an Underlying 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 Underlying Fund's obligation to repurchase the securities. At the time an Underlying Fund enters into a reverse repurchase agreement, it will segregate liquid assets having a dollar value equal to the repurchase price, and will continually monitor the account to ensure that such equivalent value is maintained at all times. Reverse repurchase agreements are considered borrowings by an Underlying Fund under the 1940 Act.

DOLLAR ROLLS. Certain of the Underlying Funds may engage in dollar rolls. A dollar roll involves the sale by an Underlying Fund of a mortgage-backed security to financial institutions such as banks and broker-dealers, with an agreement that the Underlying Fund will 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

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repurchase, an Underlying Fund will not be entitled to receive interest and principal payments on the securities sold. An Underlying Fund is compensated for the difference between the current sales price and the forward price for the future purchase. In addition, cash 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 an Underlying Fund exceeding the yield on the sold security. An Underlying Fund typically enters into dollar roll transactions to enhance the Underlying Fund's return either on an income or total return basis or to manage pre-payment risk.

Dollar roll transactions involve the risk that the market value of the securities retained by an Underlying Fund may decline below the price of the securities that the Underlying 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, an Underlying 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 Underlying Fund's obligation to repurchase the securities. At the time an Underlying Fund enters into a dollar roll, it will segregate liquid assets having a dollar value equal to the repurchase price, and will continually monitor the account to ensure that such equivalent value is maintained at all times. Dollar rolls are considered borrowings by an Underlying Fund under the 1940 Act.

ILLIQUID SECURITIES. Each Underlying Fund may invest up to 15% of its net assets in securities that are illiquid. 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.

Limitations on the resale of restricted securities may have an adverse effect on their marketability, which may prevent an Underlying Fund from disposing of them promptly at reasonable prices. An Underlying 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. Certain of the Underlying Funds may invest in 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 Underlying Funds, to trade in privately placed securities even though such securities are not registered under the 1933 Act. AIM, under the supervision of the Board, will consider whether securities purchased under Rule 144A by Underlying Funds' that are AIM Funds are illiquid and thus subject to such Underlying 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 held by Underlying Funds that are AIM Funds and, if as a result of changed conditions, AIM determines that a Rule 144A security is no longer liquid, AIM will review an Underlying Fund's holdings of illiquid securities to determine what, if any, action is required to assure that such Underlying Fund complies with its restriction on investment in illiquid securities. Investing in Rule 144A securities could increase the amount of each Underlying Fund's investments in illiquid securities if qualified institutional buyers are unwilling to purchase such securities.

UNSEASONED ISSUERS. Certain of the Underlying Funds may invest in the securities of 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

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history and may have more limited markets and financial resources. As a result, securities of unseasoned issuers tend to be more volatile than securities of more established companies.

Derivatives

As set forth below, the Underlying Funds may invest in some or all of the following: (i) 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 Underlying Fund's investments covered by ETF disclosure; (ii) credit linked notes used to transfer credit risk, and (iii) fixed-rate certificates ("TRAINS") that represent fractional undivided interests in the assets of a Targeted Return Index Securities Trust. 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). AIM International Total Return Fund, an Underlying Fund in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may also invest in futures and forward currency contracts for non-hedging purposes to enhance returns.

CREDIT LINKED NOTES. AIM Floating Rate Fund and AIM International Total Return Fund, Underlying Funds in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may invest in credit linked notes. Credit linked notes are a derivative transaction used to transfer credit risk. The performance of the notes is linked to the performance of the underlying reference obligation or reference portfolio ("reference entities"). The notes are usually issued by a special purpose vehicle ("SPV") that sells credit protection through a credit default swap ("CDS") transaction in return for a premium and an obligation to pay the transaction sponsor should a reference entity experience a credit event, such as bankruptcy. The SPV invests the proceeds from the notes to cover its contingent obligation. Revenue from the investments and the money received as premium are used to pay interest to note holders. The main risk of credit linked notes is the risk of default to the reference obligation of the CDS. Should a default occur, the SPV would have to pay the transaction sponsor, subordinating payments to the note holders. Credit linked notes also may not be liquid and may be subject to currency and interest rate risks as well.

BUNDLED SECURITIES. Certain of the Underlying Funds may from time to time invest in trust certificates (such as TRAINS) or similar instruments representing a fractional undivided interest in an underlying pool of such appropriate securities. The Underlying 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 Underlying 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, an Underlying Fund may invest in such certificates if the Underlying Fund is permitted to engage in interest rate swaps or other such derivative devices.

PUT AND CALL OPTIONS. Certain of the Underlying Funds may purchase and sell 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."

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An Underlying Fund that is an AIM 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 Underlying Fund's total assets. An Underlying Fund that is an AIM Fund will not purchase options if, at the time of the investment, the aggregate premiums paid for the options will exceed 5% of the Underlying Fund's total assets.

Pursuant to federal securities rules and regulations, if an Underlying Fund writes options, it may be required to set aside assets to reduce the risks associated with using those options. This process is described in more detail below in the section "Cover."

Writing Options. The Underlying Funds 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. An Underlying 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 Underlying 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.

An Underlying Fund may write a put option without owning the underlying security if it covers the option as described in the section "Cover." An Underlying 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 Underlying 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 Underlying Fund would suffer a loss.

If an option that an Underlying Fund has written expires, it will realize a gain in the amount of the premium; however, such gain may be offset by a decline in the market value of the underlying security, contract or currency during the option period. If a call option is exercised, an Underlying 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. An Underlying 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 an Underlying 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 an Underlying 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. An Underlying Fund may purchase a call option for the purpose of acquiring the underlying security, contract or currency for its portfolio. The Underlying Fund is not required to own the underlying security in order to purchase a call option, and may only cover the transaction with cash, liquid assets and/or short-term debt securities. Utilized in this fashion, the purchase of call options would enable an Underlying 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 Underlying 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 Underlying 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 Underlying Funds may also purchase call options on underlying securities, contracts or currencies against which it

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has written other call options. For example, where an Underlying 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."

An Underlying Fund may only purchase a put option on an underlying security, contract or currency ("protective put") owned by the Underlying 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. An Underlying Fund may also purchase put options on underlying securities, contracts or currencies against which it has written other put options. For example, where an Underlying 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, an Underlying 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. An Underlying Fund will not purchase an OTC option unless it believes that daily valuations for such options are readily obtainable. OTC options differ from exchange-traded options in that OTC options are transacted with dealers directly and not through a clearing corporation (which guarantees performance). Consequently, there is a risk of non-performance by the dealer. Since no exchange is involved, OTC options are valued on the basis of an average of the last bid prices obtained from dealers, unless a quotation from only one dealer is available, in which case only that dealer's price will be used. In the case of OTC options, there can be no assurance that a liquid secondary market will exist for any particular option at any specific time. Because purchased OTC options in certain cases may be difficult to dispose of in a timely manner, the Underlying Fund may be required to treat some or all of these options (i.e., the market value) as illiquid securities. Although an Underlying 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 Underlying 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, an Underlying 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 an Underlying Fund writes a call on an index it cannot provide in advance for its potential settlement obligations by acquiring and holding the underlying securities. An Underlying 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 Underlying 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.

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Pursuant to federal securities rules and regulations, if an Underlying 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 of the Underlying Funds may, for hedging purposes, write straddles (combinations of put and call options on the same underlying security) to adjust the risk and return characteristics of the Underlying 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. Certain of the Underlying Funds may purchase 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. Certain of the Underlying Funds may purchase futures contracts and options on futures contracts. A Futures Contract is a two party agreement to buy or sell a specified amount of a specified security or currency (or delivery of a cash settlement price, in the case of an index future) for a specified price at a designated date, time and place (collectively, "Futures Contracts"). A stock index Futures Contract provides for the delivery, at a designated date, time and place, of an amount of cash equal to a specified dollar amount times the difference between the stock index value at the close of trading on the contract and the price agreed upon in the Futures Contract; no physical delivery of stocks comprising the index is made. Brokerage fees are incurred when a Futures Contract is bought or sold, and margin deposits must be maintained at all times when a Futures Contract is outstanding.

Underlying Funds other than AIM International Total Return 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 Underlying Fund owns, or Futures Contracts will be purchased to protect the Underlying Fund against an increase in the price of securities or currencies it has committed to purchase or expects to purchase. An Underlying 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. AIM International Total Return Fund, an Underlying Fund in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may enter into Futures Contracts for both hedging and non-hedging purposes.

The Underlying Funds currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.

The Underlying 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

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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 an Underlying Fund will be able to enter into an offsetting transaction with respect to a particular Futures Contract at a particular time. If an Underlying 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 an Underlying 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 Underlying 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 an Underlying 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 an Underlying 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 Underlying Fund would continue to be subject to market risk with respect to the position. In addition, except in the case of purchased options, the Underlying 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.

The Trust and the investment companies of which the Underlying Funds that are AIM Funds are series portfolios have claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act, and therefore are not subject to registration or regulation as commodity pool operators under that Act with respect to the Independence Funds and such Underlying Funds. PowerShares Capital also has claimed such an exclusion in connection with its management of the PowerShares ETFs. Therefore, there are no limitations on the extent to which the Underlying Funds may engage in non-hedging transactions involving futures and options thereon, except as set forth in this Statement of Additional Information and the Underlying Funds' Prospectuses and Statements of Additional Information.

Options on Futures Contracts. Options on Futures Contracts are similar to options on securities or currencies except that options on Futures Contracts give the purchaser the right, in return for the premium paid, to assume a position in a Futures Contract (a long position if the option is a call and a short position if the option is a put) at a specified exercise price at any time during the period of the option. Upon exercise of the option, the delivery of the Futures Contract position by the writer of the option to the holder of the option will be accompanied by delivery of the accumulated balance in the writer's Futures Contract margin account. The Underlying Funds currently may not invest in any security (including futures contracts or options thereon) that is secured by physical commodities.

The Trust and the investment companies of which the Underlying Funds are series portfolios have claimed an exclusion from the definition of the term "commodity pool operator" under the Commodity Exchange Act and, therefore, are not subject to registration or regulation as a pool operator under that act with respect to the Funds and such Underlying Funds.

Therefore, there are no limitations on the extent to which the Funds may engage in non-hedging transactions involving futures and options thereon, except as set forth in this Statement of Additional Information and the Underlying Funds' Prospectuses and Statements of Additional Information.

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Limitations on Futures Contracts and Options on Futures Contracts and on Certain Options on Currencies. Pursuant to federal securities rules and regulations, an Underlying Fund's use of Futures Contracts and options on Futures Contracts may require that Underlying 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. Certain of the Underlying Funds may engage in forward currency transactions in anticipation of, or to protect itself against, fluctuations in exchange rates ("hedging"). AIM International Total Return Fund, an Underlying Fund in which AIM Independence Now Fund, AIM Independence 2010 Fund and AIM Independence 2020 Fund invest, may also engage in forward currency transactions for non-hedging purposes to enhance returns. 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, which may be any fixed number of days (term) from the date of the forward currency contract agreed upon by the parties, and price as agreed upon by the parties at the time the contract is entered. An Underlying Fund either may accept or make delivery of the currency at the maturity of the forward currency contract. An Underlying 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.

An Underlying 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 an Underlying 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 Underlying 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 an Underlying 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 an Underlying 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, an Underlying Fund's use of forward currency contracts may require that Underlying 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 an Underlying Fund) expose an Underlying Fund to an obligation to another party. An Underlying Fund will not enter into any such transactions unless, in addition to complying with all the restrictions noted in the disclosure above, it owns either (1) an offsetting ("covered") position in securities, currencies, or other options, forward currency contracts or futures contracts or (2) cash, liquid assets and/or short-term debt securities with a value sufficient at all times to cover its potential obligations not covered as provided in (1) above. Each Underlying 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" an Underlying Fund's obligation will also be treated as illiquid for purposes of determining the Underlying Fund's maximum allowable investment in illiquid securities.

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Even though options purchased by the Underlying Funds do not expose the Underlying Funds to an obligation to another party, but rather provide the Underlying Funds with a right to exercise, the Underlying Funds intend to "cover" the cost of any such exercise. To the extent that a purchased option is deemed illiquid, an Underlying Fund will treat the market value of the option (i.e., the amount at risk to the Underlying 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 an Underlying Fund's assets is used for cover or otherwise set aside, it could affect portfolio management or the Underlying Fund's ability to meet redemption requests or other current obligations.

GENERAL RISKS OF OPTIONS, FUTURES AND CURRENCY STRATEGIES. The use by certain of the Underlying 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 and non-hedging transactions depends upon AIM's and PowerShares Capital's ability to correctly predict the direction of changes in the value of the applicable markets and securities, contracts and/or currencies. While AIM and PowerShares Capital are experienced in the use of these instruments, there can be no assurance that any particular hedging strategy will succeed.

(2) In a hedging transaction, 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, an Underlying 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 an Underlying 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 an Underlying 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 Underlying Fund sell a portfolio security at a disadvantageous time.

(6) There is no assurance that an Underlying Fund will use hedging transactions. For example, if an Underlying Fund determines that the cost of hedging will exceed the potential benefit to the Underlying Fund, the Underlying Fund will not enter into such transaction.

(7) Non-hedging transactions present greater profit potential but also involve increased risk relative to hedging transactions. For example, an Underlying Fund that is an AIM Fund may purchase a given foreign currency through a futures contract if, in the judgment of AIM, the value of such currency is

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expected to rise relative to another currency. Conversely, the Underlying Fund may sell the currency through a forward contract if AIM believes that its value will decline relative to another currency.

Additional Securities or Investment Techniques

SALE OF MONEY MARKET SECURITIES. The Underlying Funds that are money market funds do not seek profits through short-term trading and will generally hold portfolio securities to maturity. However, AIM may seek to enhance the yield of an Underlying 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 Underlying Funds' 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 Underlying Funds, the high turnover should not adversely affect the Underlying Funds' net income.

PRIVATIZATIONS. Certain of the Underlying Funds may invest in privatizations. The governments of some foreign countries have been engaged in programs of 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 intend to invest in privatizations in appropriate circumstances. In certain foreign countries, the ability of foreign entities to participate in privatizations may be limited by local law, or the terms on which and Underlying 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.

MASTER LIMITED PARTNERSHIPS ("MLPS"). Certain of the Underlying Funds may invest in MLPs. MLPs are securities through which the operating results of businesses are passed on to unitholders of MLPs. Operating earnings flow directly to the unitholders in the form of cash distributions. Although the characteristics of MLPs closely resemble a traditional limited partnership, a major difference is that MLPs may trade on a public exchange or in the over-the-counter market. The ability to trade on a public exchange or in the over-the-counter market provides a certain amount of liquidity not found in many limited partnership investments.

INVESTMENTS IN ENTITIES WITH RELATIONSHIPS WITH THE UNDERLYING FUNDS/ADVISOR. The Underlying 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 Underlying 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 Independence 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.

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(1) The Fund is a "diversified company" as defined in the 1940 Act. The Fund will not purchase the securities of any issuer if, as a result, the Fund would fail to be a diversified company within the meaning of the 1940 Act, and the rules and regulations promulgated thereunder, as such statute, rules and regulations are amended from time to time or are interpreted from time to time by the SEC staff (collectively, the "1940 Act Laws and Interpretations") or except to the extent that the Fund may be permitted to do so by exemptive order or similar relief (collectively, with the 1940 Act Laws and Interpretations, the "1940 Act Laws, Interpretations and Exemptions"). In complying with this restriction, however, the Fund may purchase securities of other investment companies to the extent permitted by the 1940 Act Laws, Interpretations and Exemptions.

(2) The Fund may not borrow money or issue senior securities, except as permitted by the 1940 Act Laws, Interpretations and Exemptions.

(3) The Fund may not underwrite the securities of other issuers. This restriction does not prevent the Fund from engaging in transactions involving the acquisition, disposition or resale of its portfolio securities, regardless of whether the Fund may be considered to be an underwriter under the 1933 Act.

(4) Each of the Funds will make investments that will result in the concentration (a 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 and securities issued by other investment companies), if, as a result, (i) more than 5% of the Fund's total assets would be invested in the securities of that issuer, or (ii) the Fund would hold more than 10% of the outstanding voting securities of that issuer. The Fund may purchase securities of other investment companies as permitted by the 1940 Act Laws, Interpretations and Exemptions.

(2) In complying with the fundamental restriction regarding borrowing money and issuing senior securities, the Fund may borrow money in an amount not exceeding 33 1/3% of its total assets (including the amount borrowed) less liabilities (other than borrowings). The Fund may borrow from banks, broker-dealers or an AIM Fund. 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.

TEMPORARY DEFENSIVE POSITIONS

During 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.

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.

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PUBLIC RELEASE OF PORTFOLIO HOLDINGS. The Funds disclose the following portfolio holdings information on http://www.aiminvestments.com(1):

                                                                            INFORMATION REMAINS POSTED ON
            INFORMATION               APPROXIMATE DATE OF WEBSITE POSTING              WEBSITE
            -----------               -----------------------------------   -----------------------------
Top ten holdings as of month-end      15 days after month-end               Until replaced with the
                                                                            following month's top ten
                                                                            holdings

Select holdings included in the       29 days after calendar quarter-end    Until replaced with the
Fund's Quarterly Performance Update                                         following quarter's 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 his designee) of AIM and the AIM Funds and (2) considering reports and recommendations by the Chief Compliance Officer concerning any material compliance matters (as defined in Rule 38a-1 under the 1940 Act and Rule 206(4)-7 under the Investment Advisers Act of 1940, as amended) that may arise in connection with the Holdings Disclosure Policy. Pursuant to the Holdings Disclosure Policy, the Board reviews the types of situations in which AIM provides selective disclosure and approves situations involving perceived conflicts of interest between shareholders of the applicable Fund and AIM or its affiliates brought to the Board's attention by AIM.

AIM discloses non-public full portfolio holdings information to the following persons in connection with the day-to-day operations and management of the AIM Funds:

- Attorneys and accountants;

- Securities lending agents;

- Lenders to the AIM Funds;

- Rating and rankings agencies;

- Persons assisting in the voting of proxies;

- AIM Funds' custodians;


(1) To locate the Fund's portfolio holdings information on http://www.aiminvestments.com, click on the Products and Performance tab, then click on the Mutual Funds link, then click on the fund Overview link and select the Fund from the drop down menu. Links to the Fund's portfolio holdings are located in the upper right side of this website page.

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- 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.

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

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to various persons, including those described in the preceding paragraph. The nature and content of the information provided to each of these persons may differ.

DISCLOSURE OF PORTFOLIO HOLDINGS BY TRADERS. Additionally, employees of AIM and its affiliates may disclose one or more of the portfolio securities of a Fund when purchasing and selling securities through broker-dealers, requesting bids on securities, obtaining price quotations on securities, or in connection with litigation involving the Funds' portfolio securities. AIM does not enter into formal Non-disclosure Agreements in connection with these situations; however, the Funds would not continue to conduct business with a person who AIM believed was misusing the disclosed information.

DISCLOSURE OF PORTFOLIO HOLDINGS OF OTHER AIM-MANAGED PRODUCTS. AIM and its affiliates manage products sponsored by companies other than AIM, including investment companies, offshore funds, and separate accounts. In many cases, these other products are managed in a similar fashion to certain AIM Funds (as defined herein) and thus have similar portfolio holdings. The sponsors of these other products managed by AIM and its affiliates may disclose the portfolio holdings of their products at different times than AIM discloses portfolio holdings for the AIM Funds.

AIM may provide portfolio holdings information for portfolios of AIM Variable Insurance Funds (the "Insurance Funds") to insurance companies whose variable annuity and variable life insurance accounts invest in the Insurance Funds ("Insurance Companies"). AIM may disclose portfolio holdings information for the Insurance Funds to Insurance Companies with which AIM has entered into Non-disclosure Agreements up to five days prior to the scheduled dates for AIM's disclosure of similar portfolio holdings information for other AIM Funds on http://www.aiminvestments.com. AIM provides portfolio holdings information for the Insurance Funds to such Insurance Companies to allow them to disclose this information on their websites at approximately the same time that AIM discloses portfolio holdings information for the other AIM Funds on its website. AIM manages the Insurance Funds in a similar fashion to certain other AIM Funds and thus the Insurance Funds and such other AIM Funds have similar portfolio holdings. AIM does not disclose the portfolio holdings information for the Insurance Funds on its website, and not all Insurance Companies disclose this information on their websites.

MANAGEMENT OF THE TRUST

BOARD OF TRUSTEES

The Trustees have the authority to take all actions necessary in connection with the business affairs of the Trust. The Trustees, among other things, approve the investment objectives, policies and procedures for the Funds. The Trust enters into agreements with various entities to manage the day-to-day operations of the Funds, including the Funds' investment advisers, administrator, transfer agent, distributor and custodians. The Trustees are responsible for selecting these service providers, and approving the terms of their contracts with the Funds. On an ongoing basis, the Trustees exercise general oversight of these service providers.

Certain trustees and officers of the Trust are affiliated with AIM and 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 "Committees").

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The current members of the Audit Committee are James T. Bunch, Lewis F. Pennock, Raymond Stickel, Jr. (Chair) 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) pre-approve all permissible audit and non-audit services that are provided to Funds by their independent registered public accountants to the extent required by Section 10A(h) and (i) of the Exchange Act; (iv) pre-approve, in accordance with Rule 2-01(c)(7)(ii) of Regulation S-X, certain non-audit services provided by the Funds' independent registered public accountants to the Funds' investment adviser and certain other affiliated entities; (v) to oversee the financial reporting process for the Funds; (vi) prepare an audit committee report for inclusion in any proxy statement issued by a Fund to the extent required by Regulation 14A under the Exchange Act, (vii) assist the Board's oversight of the performance of the Funds' internal audit function to the extent an internal audit function exists; (viii) assist the Board's oversight of the integrity of the Funds' financial statements; and (ix) assist the Board's oversight of the Funds' compliance with legal and regulatory requirements. During the fiscal year ended December 31, 2006, the Audit Committee held seven meetings.

The members of the Compliance Committee are Frank S. Bayley, Bruce L. Crockett (Chair), Albert R. Dowden (Vice Chair) and Mr. Stickel. The Compliance Committee is responsible for: (i) recommending to the Board and the independent trustees the appointment, compensation and removal of the Funds' Chief Compliance Officer; (ii) recommending to the independent trustees the appointment, compensation and removal of the Funds' Senior Officer appointed pursuant to the terms of the Assurances of Discontinuance entered into by the New York Attorney General, AIM and INVESCO Funds Group, Inc. ("IFG"); (iii) recommending to the independent trustees the appointment and removal of AIM's independent Compliance Consultant (the "Compliance Consultant") and reviewing the report prepared by the Compliance Consultant upon its compliance review of AIM (the "Report") and any objections made by AIM with respect to the Report;
(iv) reviewing any report prepared by a third party who is not an interested person of AIM, upon the conclusion by such third party of a compliance review of AIM; (v) reviewing all reports on compliance matters from the Funds' Chief Compliance Officer, (vi) reviewing all recommendations made by the Senior Officer regarding AIM's compliance procedures, (vii) reviewing all reports from the Senior Officer of any violations of state and federal securities laws, the Colorado Consumer Protection Act, or breaches of AIM's fiduciary duties to Fund shareholders and of AIM's Code of Ethics; (viii) overseeing all of the compliance policies and procedures of the Funds and their service providers adopted pursuant to Rule 38a-1 of the 1940 Act; (ix) from time to time, reviewing certain matters related to redemption fee waivers and recommending to the Board whether or not to approve such matters; (x) receiving and reviewing quarterly reports on the activities of AIM's Internal Compliance Controls Committee; (xi) reviewing all reports made by AIM's Chief Compliance Officer;
(xii) reviewing and recommending to the independent trustees whether to approve procedures to investigate matters brought to the attention of AIM's ombudsman;
(xiii) risk management oversight with respect to the Funds and, in connection therewith, receiving and overseeing risk management reports from AMVESCAP PLC that are applicable to the Funds or their service providers; and (xiv) overseeing potential conflicts of interest that are reported to the Compliance Committee by AIM, the Chief Compliance Officer, the Senior Officer and/or the Compliance Consultant. During the fiscal year ended December 31, 2006, the Compliance Committee held seven meetings.

The members of the Governance Committee are Messrs. Bob R. Baker, Bayley, Crockett, Dowden (Chair) and Jack M. Fields (Vice Chair). The Governance Committee is responsible for: (i) nominating persons who will qualify as independent trustees for (a) election as trustees in connection with meetings of shareholders of the Funds that are called to vote on the election of trustees,
(b) appointment by the Board as trustees in connection with filling vacancies that arise in between meetings of shareholders; (ii) reviewing the size of the Board, and recommending to the Board whether the size of the Board shall be increased or decreased; (iii) nominating the Chair of the Board; (iv) monitoring the composition of the Board and each committee of the Board, and monitoring the qualifications of all trustees; (v) recommending persons to serve as members of each committee of the Board (other than the Compliance Committee), as well as persons who shall serve as the chair and vice chair of each such committee; (vi) reviewing and recommending the amount of compensation payable to the independent trustees; (vii) overseeing the selection of independent legal counsel to the independent

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trustees; (viii) reviewing and approving the compensation paid to independent legal counsel to the independent trustees; (ix) reviewing and approving the compensation paid to counsel and other advisers, if any, to the Committees of the Board; and (x) reviewing as they deem appropriate administrative and/or logistical matters pertaining to the operations of the Board.

The Governance Committee will consider nominees recommended by a shareholder to serve as trustees, provided: (i) that such person is a shareholder of record at the time he or she submits such names and is entitled to vote at the meeting of shareholders at which trustees will be elected; and
(ii) that the Governance Committee or the Board, as applicable, shall make the final determination of persons to be nominated. During the fiscal year ended December 31, 2006, the Governance Committee held nine meetings.

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, Fields, Martin L. Flanagan, Carl Frischling, Robert H. Graham, Pennock, Soll, Stickel, Philip A. Taylor 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, 2006, the Investments Committee held seven 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 Taylor and Miss Quigley (Chair). The Valuation Committee is responsible for: (i) developing a sufficient knowledge of the valuation process and of AIM's Procedures for Valuing Securities (Pricing Procedures) (the "Pricing Procedures") in order to carry out their responsibilities; (ii) periodically reviewing information provided by AIM or other advisers regarding industry developments in connection with valuation and pricing, and making recommendations to the Board with respect to the Pricing Procedures based upon such review; (iii) reviewing the reports described in the Pricing Procedures and other information from AIM regarding fair value determinations made pursuant to the Pricing Procedures by AIM's internal valuation committee, and reporting to and making recommendations to the Board in connection with such reports; (iv) receiving the reports of AIM's internal valuation committee requesting approval of any changes to pricing vendors or pricing methodologies as required by the Pricing Procedures, receiving the annual report of AIM evaluating the pricing vendors, and approving changes to pricing vendors and pricing methodologies as provided in the Pricing Procedures and recommending the pricing vendors for approval by the Board annually; (v) upon request of AIM, assisting AIM's internal valuation committee and/or the Board in resolving particular fair valuation issues; (vi) receiving any reports of concerns by AIM's internal valuation committee regarding actual or potential conflicts of interest by investment

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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, 2006, the Valuation Committee held seven meetings.

The members of the Special Market Timing Litigation Committee are Messrs. Bayley, Bunch (Chair), Crockett and Dowden (Vice Chair). The Special Market Timing Litigation Committee is responsible: (i) for receiving reports from time to time from management, counsel for management, counsel for the AIM Funds and special counsel for the independent trustees, as applicable, related to (a) the civil lawsuits, including purported class action and shareholder derivative suits, that have been filed against the AIM Funds concerning alleged excessive short term trading in shares of the AIM Funds ("market timing") and
(b) the civil enforcement actions and investigations related to market timing activity in the AIM Funds that were settled with certain regulators, including without limitation the SEC, the New York Attorney General and the Colorado Attorney General, and for recommending to the independent trustees what actions, if any, should be taken by the AIM Funds in light of all such reports; (ii) for overseeing the investigation(s) on behalf of the independent trustees by special counsel for the independent trustees and the independent trustees' financial expert of market timing activity in the AIM Funds, and for recommending to the independent trustees what actions, if any, should be taken by the AIM Funds in light of the results of such investigation(s); (iii) for (a) reviewing the methodology developed by AIM's Independent Distribution Consultant (the "Distribution Consultant") for the monies ordered to be paid under the settlement order with the SEC, and making recommendations to the independent trustees as to the acceptability of such methodology and (b) recommending to the independent trustees whether to consent to any firm with which the Distribution Consultant is affiliated entering into any employment, consultant, attorney-client, auditing or other professional relationship with AIM, or any of its present or former affiliates, directors, officers, employees or agents acting in their capacity as such for the period of the Distribution Consultant's engagement and for a period of two years after the engagement; and (iv) for taking reasonable steps to ensure that any AIM Fund which the Special Market Timing Litigation Committee determines was harmed by improper market timing activity receives what the Special Market Timing Litigation Committee deems to be full restitution. During the fiscal year ended December 31, 2006, the Special Market Timing Litigation Committee held one meeting.

Trustee Ownership of Fund Shares

The dollar range of equity securities beneficially owned by each trustee (i) in the Funds and (ii) on an aggregate basis, in all registered investment companies overseen by the trustee within the AIM Funds complex, is set forth in Appendix C.

Approval of Investment Advisory Agreement

The Board oversees the management of each Independence Fund and, as required by law, determines whether to approve each Independence Fund's advisory agreement with AIM. Based upon the recommendation of the Investments Committee of the Board, at a meeting held on November 8, 2006, the Board, including all of the independent trustees, approved the advisory agreement (the "Advisory Agreement") between each Independence Fund and AIM for an initial period ending June 30, 2008.

The Board considered the factors discussed below in evaluating the fairness and reasonableness of each Independence Fund's Advisory Agreement at the meeting on November 8, 2006 and as part of the Board's ongoing oversight of each Independence 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. The discussion below serves as a summary of the material factors and the conclusions with respect thereto that formed the basis for the Board's approval of each Independence Fund's Advisory Agreement. After consideration of all of the factors below and based on its informed business judgment, the Board determined that each Independence Fund's Advisory Agreement

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is in the best interests of the Independence Fund and its shareholders and that the compensation to AIM under each Independence Fund's Advisory Agreement is fair and reasonable and would have been obtained through arm's length negotiations.

Unless otherwise stated, information presented below is as of November 8, 2006 and does not reflect any changes that may have occurred since November 8, 2006, including but not limited to changes to each Independence Fund's performance and/or expense limitations.

Fund-Specific Factors

The Board considered the following fund-specific factors separately for each Independence Fund and reached the same conclusions for each Independence Fund, which conclusions are set forth the below.

- 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.

- 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 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.

- 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 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 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 advisory fees to AIM or its affiliate, PowerShares Capital, as applicable.

- 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 advisory fees to AIM or its affiliate, PowerShares Capital, as applicable.

- Expense limitations and fee waivers. The Board noted that AIM has contractually agreed to waive fees and/or limit expenses of the Fund through June 30, 2008 in an amount necessary to limit other annual operating expenses to a specified percentage of average daily net assets

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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 until June 30, 2008. 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 advisory fees to AIM or its affiliate, PowerShares Capital, as applicable.

- Investments in affiliates money market funds. The Board also took into account the fact that uninvested cash of the Fund may be invested in money market funds advised by AIM pursuant to procedures approved by the Board. The Board found that the Fund may realize certain benefits upon investing uninvested cash 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 uninvested cash in such money market funds.

Global Factors

The Board considered the following global factors for each Independence Fund and reached the same conclusions for each Fund, which conclusions are set forth the below.

- 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 advisory fees to AIM or its affiliate, PowerShares Capital, as applicable.

- 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 may be 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 current relationship between AIM and the Trust, 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 for the Trust, such as 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. The Board considered the steps that AIM and its affiliates have taken over the last several years, and continue to take, in order to improve the quality

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and efficiency of the services they provide to the Funds in the areas of investment performance, product line diversification, distribution, fund operations, shareholder services and compliance. The Board concluded that these steps taken by AIM have improved, and are likely to continue to improve, the quality and efficiency of the services AIM and its affiliates provide to the Fund in each of these areas, and support the Board's approval of the Advisory Agreement for the Fund.

COMPENSATION

Each trustee who is not affiliated with AIM is compensated for his or her services according to a fee schedule which recognizes the fact that such trustee also serves as a trustee of other AIM Funds. Each such trustee receives a fee, allocated among the AIM Funds for which he or she serves as a trustee, which consists of an annual retainer component and a meeting fee component. The Chair of the Board and Chairs and Vice Chairs of certain committees receive additional compensation for their services.

Information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2006 is found in Appendix D.

Retirement Plan For Trustees

The trustees have adopted a retirement plan for the trustees of the Trust who are not affiliated with AIM.

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

Annual retirement benefits are available to each non-AIM-affiliated trustee of the Trust and/or the other AIM Funds (each, a "Covered Fund") who has at least five years of credited service as a trustee (including service to a predecessor fund) for a Covered Fund. Effective January 1, 2006, for retirements after December 31, 2005, the retirement benefits will equal 75% of the trustee's annual retainer paid to or accrued by any Covered Fund with respect to such trustee during the twelve-month period prior to retirement, including the amount of any retainer deferred under a separate deferred compensation agreement between the Covered Fund and the trustee. The amount of the annual retirement benefit does not include additional compensation paid for Board meeting fees or compensation paid to the Chair of the Board and the Chairs and Vice Chairs of certain Board committees, whether such amounts are paid directly to the trustee or deferred. The annual retirement benefit is payable in quarterly installments for a number of years equal to the lesser of (i) sixteen years or (ii) the number of such trustee's credited years of service. If a trustee dies prior to receiving the full amount of retirement benefits, the remaining payments will be made to the deceased trustee's designated beneficiary for the same length of time that the trustee would have received the payments based on his or her service. A trustee must have attained the age of 65 (60 in the event of death or disability) to receive any retirement benefit. A trustee may make an irrevocable election to commence payment of retirement benefits upon retirement from the Board before age 72, subject to a reduction for early payment.

Deferred Compensation Agreements

Messrs. Crockett, Edward K. Dunn (a former trustee), Fields, Frischling, Louis S. Sklar (a former trustee) and Drs. Mathai-Davis and Soll (for purposes of this paragraph only, the "Deferring Trustees") have each executed a Deferred Compensation Agreement (collectively, the "Compensation Agreements"). Pursuant to the Compensation Agreements, the Deferring Trustees have the option to elect to defer receipt of up to 100% of their compensation payable by the Trust, and such amounts are placed into a deferral account and deemed to be invested in one or more AIM Funds selected by the Deferring Trustees. Distributions from the Deferring Trustees' deferral accounts will be paid in cash, generally in equal quarterly installments over a period of up to ten (10) years (depending on the

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Compensation Agreement) beginning on the date selected under the Compensation Agreement. If a Deferring Trustee dies prior to the distribution of amounts in his or her deferral account, the balance of the deferral account will be distributed to his or her designated beneficiary. The Compensation Agreements are not funded and, with respect to the payments of amounts held in the deferral accounts, the Deferring Trustees have the status of unsecured creditors of the Trust and of each other AIM Fund from which they are deferring compensation.

Purchases of Class A Shares of the Funds at Net Asset Value

The trustees and other affiliated persons of the Trust may purchase Class A shares of the Funds without paying an initial sales charge. AIM Distributors, Inc. (AIM Distributors") permits such purchases because there is a reduced sales effort involved in sales to such purchasers, thereby resulting in relatively low expenses of distribution. For a complete description of the persons who will not pay an initial sales charge on purchases of Class A shares of the Funds, see "Purchase, Redemption and Pricing of Shares - Purchase and Redemption of Shares - Purchases of Class A Shares, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund - Purchases of Class A Shares at Net Asset Value."

CODE OF ETHICS

AIM, the Trust and AIM Distributors have adopted a Code of Ethics which applies to all AIM Fund trustees and officers, employees of AIM and its subsidiaries, and governs, among other things, personal trading activities of such persons. The Code of Ethics is intended to address conflicts of interest with the Trust that may arise from personal trading, including personal trading in most of the funds within The AIM Family of Funds--Registered Trademark--. Personal trading, including personal trading involving securities that may be purchased or held by a fund within The AIM Family of Funds--Registered Trademark--, is permitted under the Code subject to certain restrictions; however, employees are required to pre-clear security transactions with the Compliance Officer or a designee and to report transactions on a regular basis.

PROXY VOTING POLICIES

The Board has delegated responsibility for decisions regarding proxy voting for securities held by each Independence 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 Independence Fund's proxy voting record.

Information regarding how the Independence Funds voted proxies related to their portfolio securities during the period ended June 30, 2007 will be available after that date, without charge, at our website, http://www.aiminvestments.com. This information will also be 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.

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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 also serves as investment advisor for certain of the Underlying Funds that the Independence Funds invest in, these Underlying Funds are known as the AIM Funds. AIM is a direct, wholly owned subsidiary of AIM Management, a holding company that has been engaged in the financial services business since 1976. PowerShares Capital serves as investment advisor for certain of the Underlying Funds that the Independence Funds invest in, these Underlying Funds are known as the PowerShares ETFs. PowerShares is a direct, wholly-owned subsidiary of AIM Management. AIM Management is an indirect, wholly owned subsidiary of AMVESCAP. AMVESCAP and its subsidiaries are an independent global investment management group. Certain of the directors and officers of AIM are also executive officers of the Trust and their affiliations are shown under "Management Information - Trustees and Officers" located at Appendix C.

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 Independence Funds. The Independence Funds allocate fees to a class based on the relative net assets of a class.

AIM has contractually agreed to limit Other Expenses (excluding certain items discussed below) to 0.16%, 0.17%, 0.24%, 0.24%, 0.28% and 0.28% for each class of shares of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund, respectively. 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) interest; (ii) taxes; (iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the Fund's Board; and (vi) expenses that the Independence Fund has incurred but did not actually pay because of an expense offset arrangement. Currently, the only expense offset arrangements from which an Independence Fund benefits are in the form of credits that an Independence Fund receives from the banks where such 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 Independence Funds and may not be

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terminated or amended to the Funds' detriment during the period stated in the agreement between AIM and the Independence Funds. These expense limitation agreements are in effect through June 30, 2008.

Portfolio Manager(s)

Appendix G contains the following information regarding the portfolio manager identified in the Independence Funds' 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.

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 Independence 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 Independence 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.

OTHER SERVICE PROVIDERS

TRANSFER AGENT. AIM Investment Services, Inc. ("AIS"), 11 Greenway Plaza, Suite 100, Houston, Texas 77046, a wholly owned subsidiary of AIM, is the Trust's transfer agent.

The Transfer Agency and Service Agreement (the "TA Agreement") between the Trust and AIS provides that AIS will perform certain services related to the servicing of shareholders of the Funds. Other such services may be delegated or sub-contracted to third party intermediaries. For servicing accounts holding Class A, A3, B, C, P, R, AIM Cash Reserve and Investor Class Shares, the TA Agreement provides that the Trust, on behalf of the Funds, will pay AIS an annual fee per open shareholder account plus certain out of pocket expenses. This fee is paid monthly at the rate of 1/12 of the annual rate and is based upon the number of open shareholder accounts during each month. In addition, all fees payable by AIS or its affiliates to third party intermediaries who service accounts pursuant to sub-transfer agency, omnibus account services and sub-accounting agreements are charged back to the Funds, subject to certain limitations approved by the Board of the Trust. These payments are made in consideration of services that would otherwise be provided by AIS if the accounts serviced by such intermediaries were serviced by AIS directly. For more information regarding such payments to intermediaries, see the discussion under "Administrative and Processing Support Payments" below.

SUB-TRANSFER AGENT. AIM Funds Management, Inc. ("AFMI"), 5140 Yonge Street, Suite 900, Toronto, Ontario M2N6X7, a wholly owned, indirect subsidiary of AMVESCAP PLC, provides services to the Trust as a sub-transfer agent, pursuant to an agreement between AFMI and AIS. The Trust does not pay a fee to AFMI for these services. Rather AFMI is compensated by AIS, as a sub-contractor.

CUSTODIAN. State Street Bank and Trust Company (the "Custodian"), 225 Franklin Street, Boston, Massachusetts 02110, is custodian of all securities and cash of the Funds. JPMorgan Chase Bank, N.A., 712 Main, Houston, Texas 77002, serves as sub-custodian for purchases of shares of the

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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 depositories in a country. The Custodian is responsible for monitoring eligible foreign securities depositories.

Under its contract with the Trust, the Custodian maintains the portfolio securities of the Funds, administers the purchases and sales of portfolio securities, collects interest and dividends and other distributions made on the securities held in the portfolios of the Funds and performs other ministerial duties. These services do not include any supervisory function over management or provide any protection against any possible depreciation of assets.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM. The Independence Funds' independent registered public accounting firm is responsible for auditing the financial statements of the Independence Funds. The Audit Committee of the Board has appointed PricewaterhouseCoopers LLP, 1201 Louisiana Street, Suite 2900, Houston, Texas 77002, as the independent registered public accounting firm to audit the financial statements of the Independence 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 may be 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.

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COMMISSIONS

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 Funds, in that the fixed income AIM Funds receive the benefit of Soft Dollar Products services for which they do not pay.

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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 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

53

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.

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

54

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.

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 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

55

short-term trading. The financial intermediary through whom you are investing may also choose to impose a redemption fee that has different characteristics, which may be more or less restrictive, than the redemption fee currently imposed on certain Funds.

If the financial intermediary is managing your account, you may also be charged a transaction or other fee by such financial intermediary, including service fees for handling redemption transactions. Consult with your financial intermediary (or, in the case of a retirement plan, your plan sponsor) to determine what fees, guidelines, conditions and restrictions, including any of the above, may be applicable to you.

PURCHASE AND REDEMPTION OF SHARES

Purchases of Class A Shares, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund

INITIAL SALES CHARGES. Each AIM Fund (other than AIM Tax-Exempt Cash Fund) is grouped into one of four categories to determine the applicable initial sales charge for its Class A Shares. The sales charge is used to compensate AIM Distributors and participating dealers for their expenses incurred in connection with the distribution of the Funds' shares. You may also be charged a transaction or other fee by the financial institution managing your account.

Class A Shares of AIM Tax-Exempt Cash Fund, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund and AIM Cash Reserve Shares of AIM Money Market Fund are sold without an initial sales charge.

CATEGORY I FUNDS

AIM Asia Pacific Growth Fund
AIM Basic Balanced Fund
AIM Basic Value Fund
AIM Capital Development Fund
AIM Charter Fund
AIM China Fund
AIM Conservative Allocation Fund
AIM Constellation Fund
AIM Developing Markets Fund
AIM Diversified Dividend Fund
AIM Dynamics Fund
AIM Energy Fund
AIM European Growth Fund
AIM European Small Company Fund
AIM Financial Services Fund
AIM Global Aggressive Growth Fund
AIM Global Equity Fund
AIM Global Growth Fund
AIM Global Health Care Fund
AIM Global Real Estate Fund
AIM Global Value Fund
AIM Gold & Precious Metal Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM Independence Now Fund
AIM Independence 2010 Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
AIM International Allocation Fund
AIM International Core Equity Fund
AIM International Growth Fund
AIM International Small Company Fund
AIM Japan Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Leisure Fund
AIM Mid Cap Basic Value Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund AIM Multi-Sector Fund
AIM Real Estate Fund
AIM Select Equity Fund
AIM Select Real Estate Income Fund
AIM Small Cap Equity Fund
AIM Small Cap Growth Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund
AIM Summit Fund
AIM Technology Fund
AIM Trimark Endeavor Fund
AIM Trimark Fund
AIM Trimark Small Companies Fund
AIM Utilities Fund

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                                      Investor's Sales Charge        Dealer
                                    --------------------------     Concession
                                         As a          As a           As a
                                      Percentage    Percentage     Percentage
                                    of the Public   of the Net   of the Public
     Amount of Investment in           Offering       Amount        Offering
        Single Transaction              Price        Invested        Price
     -----------------------        -------------   ----------   -------------
             Less than $   25,000       5.50%          5.82%         4.75%
$ 25,000 but less than $   50,000       5.25           5.54          4.50
$ 50,000 but less than $  100,000       4.75           4.99          4.00
$100,000 but less than $  250,000       3.75           3.90          3.00
$250,000 but less than $  500,000       3.00           3.09          2.50
$500,000 but less than $1,000,000       2.00           2.04          1.60

CATEGORY II FUNDS

AIM High Income Municipal Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM International Total Return Fund
AIM Municipal Bond Fund
AIM Total Return Bond Fund

                                      Investor's Sales Charge        Dealer
                                    --------------------------     Concession
                                        As a           As a           As a
                                      Percentage    Percentage     Percentage
                                    of the Public   of the Net   of the Public
     Amount of Investment in           Offering       Amount        Offering
        Single Transaction              Price        Invested        Price
     -----------------------        -------------   ----------   -------------
             Less than $   50,000       4.75%          4.99%         4.00%
$ 50,000 but less than $  100,000       4.00           4.17          3.25
$100,000 but less than $  250,000       3.75           3.90          3.00
$250,000 but less than $  500,000       2.50           2.56          2.00
$500,000 but less than $1,000,000       2.00           2.04          1.60

CATEGORY III FUNDS

AIM Limited Maturity Treasury Fund
AIM Tax-Free Intermediate Fund

                                      Investor's Sales Charge        Dealer
                                    --------------------------     Concession
                                         As a          As a           As a
                                      Percentage    Percentage     Percentage
                                    of the Public   of the Net   of the Public
     Amount of Investment in           Offering       Amount        Offering
        Single Transaction              Price        Invested        Price
     -----------------------        -------------   ----------   -------------
             Less than $  100,000       1.00%          1.01%         0.75%
$100,000 but less than $  250,000       0.75           0.76          0.50
$250,000 but less than $1,000,000       0.50           0.50          0.40

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As of the close of business on October 30, 2002, Class A Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund were closed to new investors. Current investors must maintain a share balance in order to continue to make incremental purchases.

CATEGORY IV FUNDS

AIM Floating Rate Fund
AIM LIBOR Alpha Fund
AIM Short Term Bond Fund

                                      Investor's Sales Charge        Dealer
                                    --------------------------     Concession
                                         As a          As a           As a
                                      Percentage    Percentage     Percentage
                                    of the Public   of the Net   of the Public
     Amount of Investment in           Offering       Amount        Offering
        Single Transaction              Price        Invested        Price
     -----------------------        -------------   ----------   -------------
             Less than $  100,000       2.50%          2.56%         2.00%
$100,000 but less than $  250,000       2.00           2.04          1.50
$250,000 but less than $  500,000       1.50           1.52          1.25
$500,000 but less than $1,000,000       1.25           1.27          1.00

LARGE PURCHASES OF CLASS A SHARES. Investors who purchase $1,000,000 or more of Class A Shares of Category I, II, III or IV Fund do not pay an initial sales charge. In addition, investors who currently own Class A shares of Category I, II, III or IV Funds and make additional purchases that result in account balances of $1,000,000 or more do not pay an initial sales charge on the additional purchases. The additional purchases, as well as initial purchases of $1,000,000 or more, are referred to as Large Purchases. If an investor makes a Large Purchase of Class A shares of a Category I, II or IV Fund, each share will generally be subject to a 1.00% contingent deferred sales charge ("CDSC") if the investor redeems those shares within 18 months after purchase.

AIM Distributors may pay a dealer concession and/or advance a service fee on Large Purchases, as set forth below. Exchanges between the AIM Funds may affect total compensation paid.

PURCHASES OF CLASS A SHARES BY NON-RETIREMENT PLANS. AIM Distributors may make the following payments to dealers of record for Large Purchases of Class A shares of Category I, II or IV Funds by investors other than: (i) retirement plans that are maintained pursuant to Sections 401 and 457 of the Internal Revenue Code of 1986, as amended (the "Code"), and (ii) retirement plans that are maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code:

PERCENT OF PURCHASES

1% of the first $2 million
plus 0.80% of the next $1 million
plus 0.50% of the next $17 million
plus 0.25% of amounts in excess of $20 million

If (i) the amount of any single purchase order plus (ii) the public offering price of all other shares owned by the same customer submitting the purchase order on the day on which the purchase order is received equals or exceeds $1,000,000, the purchase will be considered a "jumbo accumulation purchase." With regard to any individual jumbo accumulation purchase, AIM Distributors may make

58

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 makes a Large Purchase of Class A3 shares of a Category III Fund on and after October 31, 2002 and exchanges those shares for Class A shares of a Category I, II or IV Fund, AIM Distributors will pay 1.00% of such purchase as dealer compensation upon the exchange. The Class A shares of the Category I, II or IV Fund received in exchange generally will be subject to a 1.00% CDSC if the investor redeems such shares within 18 months from the date of exchange.

PURCHASES OF CLASS A SHARES BY CERTAIN RETIREMENT PLANS AT NAV. For purchases of Class A shares of Category I, II and IV Funds, AIM Distributors may make the following payments to investment dealers or other financial service firms for sales of such shares at net asset value ("NAV") to certain retirement plans provided that the applicable dealer of record is able to establish that the retirement plan's purchase of such Class A shares is a new investment (as defined below):

PERCENT OF PURCHASES

0.50% of the first $20 million
plus 0.25% of amounts in excess of $20 million

This payment schedule will be applicable to purchases of Class A shares at NAV by the following types of retirement plans: (i) all plans maintained pursuant to Sections 401 and 457 of the Code, and (ii) plans maintained pursuant to Section 403 of the Code if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code.

A "new investment" means a purchase paid for with money that does not represent (i) the proceeds of one or more redemptions of AIM Fund shares, (ii) an exchange of AIM Fund shares, (iii) the repayment of one or more retirement plan loans that were funded through the redemption of AIM Fund shares, or (iv) money returned from another fund family. If AIM Distributors pays a dealer concession in connection with a plan's purchase of Class A shares at NAV, such shares may be subject to a CDSC of 1.00% of net assets for 12 months, commencing on the date the plan first invests in Class A shares of an AIM Fund. If the applicable dealer of record is unable to establish that a plan's purchase of Class A shares at NAV is a new investment, AIM Distributors will not pay a dealer concession in connection with such purchase and such shares will not be subject to a CDSC.

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;

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- "Domestic Partner" is an adult with whom one shares a primary residence for at least six-months, is in a relationship as a couple where one or each of them provides personal or financial welfare of the other without a fee, is not related by blood and is not married;

- "Child" or "Children" include a biological, adopted or foster son or daughter, a Step-child, a legal ward or a Child of a person standing in loco parentis;

- "Parent" is a person's biological or adoptive mother or father;

- "Step-child" is the child of one's Spouse by a previous marriage or relationship;

- "Step-parent" is the Spouse of a Child's Parent; and

- "Immediate Family" includes an Individual (including, as defined above, a person, his or her Spouse or Domestic Partner and his or her Children) as well as his or her Parents, Step-parents and the Parents of Spouse or Domestic Partner.

INDIVIDUALS

- an Individual (including his or her spouse or domestic partner, and children);

- a retirement plan established exclusively for the benefit of an Individual, specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account; and

- a qualified tuition plan account, maintained pursuant to Section 529 of the Code, or a Coverdell Education Savings Account, maintained pursuant to Section 530 of the Code (in either case, the account must be established by an Individual or have an Individual named as the beneficiary thereof).

EMPLOYER-SPONSORED RETIREMENT PLANS

- a retirement plan maintained pursuant to Sections 401, 403 (only if the employer or plan sponsor is a tax-exempt organization operated pursuant to Section 501(c)(3) of the Code), 408 (includes SEP, SARSEP and SIMPLE IRA plans) or 457 of the Code, if:

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 checks or wire transfers; 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.

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LETTERS OF INTENT

A Qualified Purchaser may pay reduced initial sales charges by (i) indicating on the Account Application that he, she or it intends to provide a Letter of Intent ("LOI"); and (ii) subsequently fulfilling the conditions of that LOI. Employer-sponsored retirement plans, with the exception of Solo 401(k) plans and SEP plans, are not eligible for a LOI.

The LOI confirms the total investment in shares of the AIM Funds that the Qualified Purchaser intends to make within the next 13 months. By marking the LOI section on the account application and by signing the account application, the Qualified Purchaser indicates that he, she or it understands and agrees to the terms of the LOI and is bound by the provisions described below:

Calculating the Initial Sales Charge

- Each purchase of fund shares normally subject to an initial sales charge made during the 13-month period will be made at the public offering price applicable to a single transaction of the total dollar amount indicated by the LOI (to determine what the applicable public offering price is, look at the sales charge table in the section on "Initial Sales Charges" above).

- It is the purchaser's responsibility at the time of purchase to specify the account numbers that should be considered in determining the appropriate sales charge.

- The offering price may be further reduced as described below under "Rights of Accumulation" if AIS, the Funds' transfer agent ("Transfer Agent") is advised of all other accounts at the time of the investment.

- Reinvestment of dividends and capital gains distributions acquired during the 13-month LOI period will not be applied to the LOI.

Calculating the Number of Shares to be Purchased

- Purchases made and shares acquired through reinvestment of dividends and capital gains distributions prior to the LOI effect dated will be applied toward the completion of the LOI based on the value of the shares calculated at the public offering price on the effective date of the LOI.

- If a purchaser wishes to revise the LOI investment amount upward, he, she or it may submit a written and signed request at anytime prior to the completion of the original LOI. This revision will not change the original expiration date.

- The Transfer Agent will process necessary adjustments upon the expiration or completion date of the LOI.

Fulfilling the Intended Investment

- By signing an LOI, a purchaser is not making a binding commitment to purchase additional shares, but if purchases made within the 13-month period do not total the amount specified, the purchaser will have to pay the increased amount of sales charge.

- To assure compliance with the provisions of the 1940 Act, the Transfer Agent will escrow in the form of shares an appropriate dollar amount (computed to the nearest full share) out of the initial purchase (or subsequent purchases if necessary). All dividends and any capital gain distributions on the escrowed shares will be credited to the purchaser. All shares purchased, including those escrowed, will be registered in the purchaser's name. If the total investment specified under this LOI is completed within the 13-month period, the escrowed shares will be promptly released.

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- If the intended investment is not completed, the purchaser will pay the Transfer Agent the difference between the sales charge on the specified amount and the sales charge on the amount actually purchased. If the purchaser does not pay such difference within 20 days of the expiration date, he or she irrevocably constitutes and appoints the Transfer Agent as his attorney to surrender for redemption any or all shares, to make up such difference within 60 days of the expiration date.

Canceling the LOI

- If at any time before completing the LOI Program, the purchaser wishes to cancel the agreement, he or she must give written notice to AIM Distributors or its designee.

- If at any time before completing the LOI Program the purchaser requests the Transfer Agent to liquidate or transfer beneficial ownership of his total shares, the LOI will be automatically canceled. If the total amount purchased is less than the amount specified in the LOI, the Transfer Agent will redeem an appropriate number of escrowed shares equal to the difference between the sales charge actually paid and the sales charge that would have been paid if the total purchases had been made at a single time.

Other Persons Eligible for the LOI Privilege

The LOI privilege is also available to holders of the Connecticut General Guaranteed Account, established for tax qualified group annuities, for contracts purchased on or before June 30, 1992.

LOIs and Contingent Deferred Sales Charges

All LOIs to purchase $1,000,000 or more of Class A Shares of Category I, II and IV Funds are subject to an 18-month, 1% CDSC.

RIGHTS OF ACCUMULATION

A Qualified Purchaser may also qualify for reduced initial sales charges based upon his, her or its existing investment in shares of any of the AIM Funds at the time of the proposed purchase. To determine whether or not a reduced initial sales charge applies to a proposed purchase, AIM Distributors takes into account not only the money which is invested upon such proposed purchase, but also the value of all shares of the AIM Funds owned by such purchaser, calculated at their then current public offering price.

If a purchaser qualifies for a reduced sales charge, the reduced sales charge applies to the total amount of money being invested, even if only a portion of that amount exceeds the breakpoint for the reduced sales charge. For example, if a purchaser already owns qualifying shares of any AIM Fund with a value of $20,000 and wishes to invest an additional $20,000 in a fund with a maximum initial sales charge of 5.50%, the reduced initial sales charge of 5.25% will apply to the full $20,000 purchase and not just to the $15,000 in excess of the $25,000 breakpoint.

To qualify for obtaining the discount applicable to a particular purchase, the purchaser or his dealer must furnish the Transfer Agent with a list of the account numbers and the names in which such accounts of the purchaser are registered at the time the purchase is made.

Rights of Accumulation are also available to holders of the Connecticut General Guaranteed Account, established for tax-qualified group annuities, for contracts purchased on or before June 30, 1992.

If an investor's new purchase of Class A shares of a Category I, II or IV Fund is at net asset value, the newly purchased shares will be subject to a CDSC if the investor redeems them prior to the end of the 18 month holding period.

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REINSTATEMENT FOLLOWING REDEMPTION

If you redeem shares of a fund, you may reinvest all or a portion of the proceeds from the redemption in the same share class of any fund in the same Category within 180 days of the redemption without paying an initial sales charge. Class B and P redemptions may be reinvested in Class A shares with no initial sales charge. This reinstatement privilege does not apply to:

- A purchase made through a regularly scheduled automatic investment plan, such as a purchase by a regularly scheduled payroll deduction or transfer from a bank account, or

- A purchase paid for with proceeds from the redemption of shares that were held indirectly through an employee benefit plan.

In order to take advantage of this reinstatement privilege, you must inform your financial advisor or the transfer agent that you wish to do so at the time of your investment.

OTHER REQUIREMENTS FOR REDUCTIONS IN INITIAL SALES CHARGES. As discussed above, investors or dealers seeking to qualify orders for a reduced initial sales charge must identify such orders and, if necessary, support their qualification for the reduced charge. AIM Distributors reserves the right to determine whether any purchaser is entitled to the reduced sales charge based on the definition of a Qualified Purchaser listed above. No person or entity may distribute shares of the AIM Funds without payment of the applicable sales charge other than to Qualified Purchasers.

Purchases of Class A shares of AIM Tax-Exempt Cash Fund, Class A3 Shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund, AIM Cash Reserve Shares of AIM Money Market Fund and Investor Class shares of any Fund will not be taken into account in determining whether a purchase qualifies for a reduction in initial sales charges.

PURCHASES OF CLASS A SHARES AT NET ASSET VALUE. AIM Distributors permits certain categories of persons to purchase Class A shares of AIM Funds without paying an initial sales charge. These are typically categories of persons whose transactions involve little expense, such as persons who have a relationship with the funds or with AIM and certain programs for purchase. It is the purchaser's responsibility to notify AIM Distributors or its designee of any qualifying relationship at the time of purchase.

AIM Distributors believes that it is appropriate and in the Funds' best interests that such persons, and certain other persons whose purchases result in relatively low expenses of distribution, be permitted to purchase shares through AIM Distributors without payment of a sales charge.

Accordingly, the following purchasers will not pay initial sales charges on purchases of Class A shares because there is a reduced sales effort involved in sales to these purchasers:

- Any current or retired trustee, director, officer or employee of any AIM Fund or of AMVESCAP PLC or any of its subsidiaries or affiliates, or any foundation, trust or employee benefit plan maintained by any of them (this includes any members of their Immediate Family);

- 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.;

- Any registered representative or employee of any intermediary who has an agreement with AIM Distributors to sell shares of the Funds (this includes any members of their Immediate Family);

- Any investor who purchases their shares through an approved fee-based program (this may include any type of account for which there is some alternative arrangement made between the investor and the intermediary to provide for compensation of the intermediary for services rendered in connection with the sale of the shares and maintenance of the customer relationship);

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- Any investor who purchases their shares with the proceeds of a rollover, transfer or distribution from a retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor to another retirement plan or individual retirement account for which AIM Distributors acts as the prototype sponsor, to the extent that such proceeds are attributable to the redemption of shares of a fund held through the plan or account;

- Employer-sponsored retirement plans that are Qualified Purchasers, as defined above, provided that:

a. the plan has assets of at least $1 million;

b. there are at least 100 employees eligible to participate in the plan; or

c. all plan transactions are executed through a single omnibus account per Fund; further provided that retirement plans maintained pursuant to Section 403(b) of the Code are not eligible to purchase shares without paying an initial sales charge 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;

- "Grandfathered" shareholders as follows:

a. 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;

b. Shareholders of record or discretionary advised clients of any investment advisor holding shares of AIM Weingarten Fund or AIM Constellation Fund on September 8, 1986, or of AIM Charter Fund on November 17, 1986, who have continuously owned shares and who purchase additional shares of AIM Constellation Fund or AIM Charter Fund, respectively;

c. Unitholders of G/SET series unit investment trusts investing proceeds from such trusts in shares of AIM Constellation Fund; provided, however, prior to the termination date of the trusts, a unitholder may invest proceeds from the redemption or repurchase of his units only when the investment in shares of AIM Constellation Fund is effected within 30 days of the redemption or repurchase;

d. 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;

e. 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;

f. Certain former AMA Investment Advisers' shareholders who became shareholders of the AIM Global Health Care Fund in October 1989, and who have continuously held shares in the GT Global funds since that time;

g. 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; and

h. Additional purchases of Class A shares by shareholders of record of Class K shares on October 21, 2005 whose Class K shares were converted to Class A shares;

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- Any investor who maintains an account in Investor Class shares of a Fund (this includes anyone listed in the registration of an account, such as a joint owner, trustee or custodian, and members of their Immediate Family);

- Qualified Tuition Programs created and maintained in accordance with
Section 529 of the Code;

- Insurance company separate accounts;

- Retirement plan established exclusively for the benefit of an individual (specifically including, but not limited to, a Traditional IRA, Roth IRA, SEP IRA, SIMPLE IRA, Solo 401(k), Keogh plan, or a tax-sheltered 403(b)(7) custodial account) if:

a. such plan is funded by a rollover of assets from an Employer-Sponsored Retirement Plan;

b. the account being funded by such rollover is to be maintained by the same trustee, custodian or administrator that maintained the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof; and

c. the dealer of record with respect to the account being funded by such rollover is the same as the dealer of record with respect to the plan from which the rollover distribution funding such rollover originated, or an affiliate thereof.

- Transfers to IRAs that are attributable to AIM Fund investments held in 403(b)(7)s, SIMPLEs, SEPs, SARSEPs, Traditional or Roth IRAs; and

- Rollovers from AIM-held 403(b)(7)s, 401(K)s, SEPs, SIMPLEs, SARSEPs, Money Purchase Plans, and Profit Sharing Plans if the assets are transferred to an AIM IRA.

In addition, an investor may acquire shares of any of the AIM Funds at net asset value in connection with:

- when reinvesting dividends and distributions;

- when exchanging shares of one Fund for shares of another Fund with an equal or lower initial sales charge; as more fully described in the Prospectus;

- the purchase of shares in connection with the repayment of a retirement plan loan administered by AIS;

- as a result of a Fund's merger, consolidation or acquisition of the assets of another Fund;

- the purchase of Class A shares with proceeds from the redemption of Class B or Class C shares where the redemption and purchase are effectuated on the same business day; or

- when buying Class A shares of AIM Tax-Exempt Cash 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.

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ADI Affiliates make these payments from their own resources, from AIM Distributors' retention of underwriting concessions and from payments to AIM Distributors under Rule 12b-1 plans. These additional cash payments are described below. The categories described below are not mutually exclusive. The same financial advisor may receive payments under more than one or all categories. Most financial advisors that sell shares of AIM funds receive one or more types of these cash payments. Financial advisors negotiate the cash payments to be paid on an individual basis. Where services are provided, the costs of providing the services and the overall package of services provided may vary from one financial advisor to another. ADI Affiliates do not make an independent assessment of the cost of providing such services.

In this context, "financial advisors" include any broker, dealer, bank (including bank trust departments), transfer agent, registered investment advisor, financial planner, retirement plan administrator and any other financial intermediary having a selling, administration or similar agreement with ADI Affiliates. A list of certain financial advisors that received one or more types of payments below during the prior calendar year is attached here as Appendix L. This list is not necessarily current and will change over time. Certain arrangements are still being negotiated, and there is a possibility that payments will be made retroactively to financial intermediaries not listed below. Accordingly, please contact your financial advisor to determine whether they currently may be receiving such payments and to obtain further information regarding any such payments.

REVENUE SHARING PAYMENTS. ADI Affiliates make revenue sharing payments as incentives to certain financial advisors to promote and sell shares of AIM funds. The benefits ADI Affiliates receive when they make these payments include, among other things, placing AIM funds on the financial advisor's funds sales system, placing AIM funds on the financial advisor's preferred or recommended fund list, and access (in some cases on a preferential basis over other competitors) to individual members of the financial advisor's sales force or to the financial advisor's management. Revenue sharing payments are sometimes referred to as "shelf space" payments because the payments compensate the financial advisor for including AIM funds in its fund sales system (on its "sales shelf"). ADI Affiliates compensate financial advisors differently depending typically on the level and/or type of considerations provided by the financial advisor. In addition, payments typically apply only to retail sales, and may not apply to other types of sales or assets (such as sales to retirement plans, qualified tuition programs, or fee based advisor programs - some of which may generate certain other payments described below.)

The revenue sharing payments ADI Affiliates make may be calculated on sales of shares of AIM funds ("Sales-Based Payments"), in which case the total amount of such payments shall not exceed 0.25% (for non-Institutional Class shares) or 0.10% (for Institutional Class shares) of the public offering price of all such shares sold by the financial advisor during the particular period. Such payments also may be calculated on the average daily net assets of the applicable AIM funds attributable to that particular financial advisor ("Asset-Based Payments"), in which case the total amount of such cash payments shall not exceed 0.25% per annum of those assets during a defined period. Sales-Based Payments primarily create incentives to make new sales of shares of AIM funds and Asset-Based Payments primarily create incentives to retain previously sold shares of AIM funds in investor accounts. ADI Affiliates may pay a financial advisor either or both Sales-Based Payments and Asset-Based Payments.

ADMINISTRATIVE AND PROCESSING SUPPORT PAYMENTS. ADI Affiliates also may make payments to certain financial advisors that sell AIM Fund shares for certain administrative services, including record keeping and sub-accounting shareholder accounts. Payments for these services typically do not exceed 0.25%
(for non-Institutional Class shares) or 0.10% (for Institutional Class shares)
of average annual assets of such share classes or $19 per annum per shareholder account (for non-Institutional Class shares only). ADI Affiliates also may make payments to certain financial advisors that sell AIM Fund shares in connection with client account maintenance support, statement preparation and transaction processing. The types of payments that ADI Affiliates may make under this category include, among others, payment of ticket charges per purchase or exchange order placed by a financial advisor, payment of networking fees of up to $12 per shareholder account maintained on certain mutual fund trading

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systems, or one-time payments for ancillary services such as setting up funds on a financial advisor's mutual fund trading systems.

All fees payable by ADI Affiliates pursuant to a sub-transfer agency, omnibus account service or sub-accounting agreement are charged back to the AIM Funds, subject to certain limitations approved by the Board of the Trust.

OTHER CASH PAYMENTS. From time to time, ADI Affiliates, at their expense, may provide additional compensation to financial advisors which sell or arrange for the sale of shares of the Fund. Such compensation provided by ADI Affiliates may include financial assistance to financial advisors that enable ADI Affiliates to participate in and/or present at conferences or seminars, sales or training programs for invited registered representatives and other employees, client entertainment, client and investor events, and other financial advisor-sponsored events, and travel expenses, including lodging incurred by registered representatives and other employees in connection with client prospecting, retention and due diligence trips. Other compensation may be offered to the extent not prohibited by state laws or any self-regulatory agency, such as the NASD, Inc. ("NASD"). ADI Affiliates make payments for entertainment events it deems appropriate, subject to ADI Affiliates guidelines and applicable law. These payments may vary depending upon the nature of the event or the relationship.

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

In certain cases these payments could be significant to the financial advisor. Your financial advisor may charge you additional fees or commissions other than those disclosed in the prospectus. You can ask your financial advisor about any payments it receives from ADI Affiliates or the AIM funds, as well as about fees and/or commissions it charges.

Purchases of Class B Shares

Class B shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within six years after purchase. See the Prospectus for additional information regarding contingent deferred sales charges. AIM Distributors may pay sales commissions to dealers and institutions who sell Class B shares of the AIM Funds at the time of such sales. Payments will equal 4.00% of the purchase price and will consist of a sales commission equal to 3.75% plus an advance of the first year service fee of 0.25%.

Purchases of Class C Shares

Class C shares are sold at net asset value, and are not subject to an initial sales charge. Instead, investors may pay a CDSC if they redeem their shares within the first year after purchase (no CDSC applies to Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund). See the Prospectus for additional information regarding this CDSC. AIM Distributors may pay sales commissions to dealers and institutions who sell Class C shares of the AIM Funds (except for Class C shares of AIM LIBOR Alpha Fund and AIM Short Term Bond Fund) at the time of such sales. Payments with respect to Funds other than AIM Floating Rate Fund will equal 1.00% of the purchase price and will consist of a sales commission of 0.75% plus an advance of the first year service fee of 0.25%. Payments with respect to AIM Floating Rate Fund will equal 0.75% of the purchase price and will consist of a sales commission of 0.50% plus an advance of the first year service fee of 0.25%. These commissions are not paid on sales to investors exempt from the CDSC, including shareholders of record of AIM Advisor Funds, Inc. on April 30, 1995, who purchase additional shares in any of the Funds on or after May 1, 1995, and in circumstances where AIM Distributors grants an exemption on particular transactions.

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Payments with Regard to Converted Class K Shares

For Class A shares acquired by a former Class K shareholder (i) as a result of a fund merger; or (ii) as a result of the conversion of Class K shares into Class A shares on October 21, 2005, AIM Distributors will pay financial intermediaries 0.45% on such Class A shares as follows: (i) 0.25% from the Class A shares' Rule 12b-1 plan fees; and (ii) 0.20% from AIM Distributors' own resources provided that, on an annualized basis for 2005 as of October 21, 2005, the 0.20% exceeds $2,000 per year.

Purchase and Redemption of Class P Shares

Certain former investors in the AIM Summit Plans I and II may acquire Class P shares at net asset value. Please see AIM Summit Fund's Prospectus for details.

Purchases of Class R Shares

Class R shares are sold at net asset value, and are not subject to an initial sales charge. If AIM Distributors pays a concession to the dealer of record, however, the Class R shares are subject to a 0.75% CDSC at the time of redemption if all retirement plan assets are redeemed within one year from the date of the retirement plan's initial purchase. For purchases of Class R shares of Category I, II or IV Funds, AIM Distributors may make the following payments to dealers of record provided that the applicable dealer of record is able to establish that the purchase of Class R shares is a new investment or a rollover from a retirement plan in which an AIM Fund was offered as an investment option:

PERCENT OF CUMULATIVE PURCHASES

0.75% of the first $5 million
plus 0.50% of amounts in excess of $5 million

With regard to any individual purchase of Class R shares, AIM Distributors may make payment to the dealer of record based on the cumulative total of purchases made by the same plan over the life of the plan's account(s).

Purchases of Investor Class Shares

Investor Class shares are sold at net asset value, and are not subject to an initial sales charge or to a CDSC. AIM Distributors may pay dealers and institutions an annual service fee of 0.25% of average daily net assets and such payments will commence immediately. The Investor Class is closed to new investors.

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. Please refer to the Institutional Class Prospectus for more information.

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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.

Redemptions

GENERAL. Shares of the AIM Funds may be redeemed directly through AIM Distributors or through any dealer who has entered into an agreement with AIM Distributors. In addition to the Funds' obligation to redeem shares, AIM Distributors may also repurchase shares as an accommodation to shareholders. To effect a repurchase, those dealers who have executed Selected Dealer Agreements with AIM Distributors must phone orders to the order desk of the Funds at (800) 959-4246 and guarantee delivery of all required documents in good order. A repurchase is effected at the net asset value per share of the applicable Fund next determined after the repurchase order is received in good order. Such an arrangement is subject to timely receipt by AIS, the Funds' transfer agent, of all required documents in good order. If such documents are not received within a reasonable time after the order is placed, the order is subject to cancellation. While there is no charge imposed by a Fund or by AIM Distributors (other than any applicable contingent deferred sales charge and any applicable redemption fee) when shares are redeemed or repurchased, dealers may charge a fair service fee for handling the transaction.

SUSPENSION OF REDEMPTIONS. The right of redemption may be suspended or the date of payment postponed when (a) trading on the NYSE is restricted, as determined by applicable rules and regulations of the SEC, (b) the NYSE is closed for other than customary weekend and holiday closings, (c) the SEC has by order permitted such suspension, or (d) an emergency as determined by the SEC exists making disposition of portfolio securities or the valuation of the net assets of a Fund not reasonably practicable.

SYSTEMATIC REDEMPTION PLAN. A Systematic Redemption Plan permits a shareholder of an AIM Fund to withdraw on a regular basis at least $50 per withdrawal. Under a Systematic Redemption Plan, all shares are to be held by AIS. To provide funds for payments made under the Systematic Redemption Plan, AIS redeems sufficient full and fractional shares at their net asset value in effect at the time of each such redemption.

Payments under a Systematic Redemption Plan constitute taxable events. Since such payments are funded by the redemption of shares, they may result in a return of capital and in capital gains or losses, rather than in ordinary income. Because sales charges are imposed on additional purchases of Class A shares, it is disadvantageous to effect such purchases while a Systematic Redemption Plan is in effect.

Each AIM Fund bears its share of the cost of operating the Systematic Redemption Plan.

Contingent Deferred Sales Charges Imposed upon Redemption of Shares

A CDSC may be imposed upon the redemption of Large Purchases of Class A shares of Category I, II and IV Funds, upon the redemption of Class B shares or Class C shares (no CDSC applies to Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund unless you exchange shares of another AIM Fund that are subject to a CDSC into AIM LIBOR Alpha Fund or AIM Short Term Bond Fund) and, in certain circumstances, upon the redemption of Class R shares. See the Prospectus for additional information regarding CDSCs.

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CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR LARGE PURCHASES OF CLASS A SHARES. An investor who has made a Large Purchase of Class A shares of a Category I, II or IV Fund, will not be subject to a CDSC upon the redemption of those shares in the following situations:

- Redemptions of shares of Category I, II or IV Funds held more than 18 months;

- Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class A shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of shares held by the plan;

- Redemptions 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;

- 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 following the death or post-purchase disability of
(i) any registered shareholders on an account or (ii) a settlor of a living trust, of shares held in the account at the time of death or initial determination of post-purchase disability, provided that shares have not been commingled with shares that are subject to CDSC;

- Amounts from a monthly, quarterly or annual Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis provided the investor reinvests his dividends. At the time the withdrawal plan is established, the account value must be $5,000 or more;

CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR CLASS B AND C SHARES. 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, provided that shares have not been commingled with shares that are subject to CDSC;

- Certain distributions from individual retirement accounts,
Section 403(b) retirement plans, Section 457 deferred compensation plans and Section 401 qualified plans, where redemptions result from (i) required minimum distributions to plan participants or beneficiaries who are age 70 1/2 or older, and only with respect to that portion of such distributions that does not exceed 12% annually of the participant's or beneficiary's account value in a particular Fund; (ii) in kind transfers of assets where the participant or beneficiary notifies the distributor of the transfer no later than the time the transfer occurs; (iii) tax-free rollovers or transfers of assets to another plan of the type described above invested in Class B or Class C shares of one or more of the Funds; (iv) tax-free returns of

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excess contributions or returns of excess deferral amounts; and
(v) distributions on the death or disability (as defined in the Code) of the participant or beneficiary;

- Amounts from a monthly or quarterly Systematic Redemption Plan of up to an annual amount of 12% of the account value on a per fund basis provided the investor reinvests his dividends. At the time the withdrawal plan is established, the account value must be $5,000 or more;

- Liquidation initiated by the Fund when the account value falls below the minimum required account size of $500; and

- Investment account(s) of AIM and its affiliates.

CDSCs will not apply to the following redemptions of Class C shares:

- A total or partial redemption of shares where the investor's dealer of record notifies the distributor prior to the time of investment that the dealer would waive the upfront payment otherwise payable to him;

- A total or partial redemption which is necessary to fund a distribution requested by a participant in a retirement plan maintained pursuant to Section 401, 403, or 457 of the Code; and

- Redemptions of Class C shares of a Fund other than AIM LIBOR Alpha Fund or AIM Short Term Bond Fund if you received such Class C shares by exchanging Class C shares of AIM LIBOR Alpha Fund or AIM Short Term Bond Fund.

CONTINGENT DEFERRED SALES CHARGE EXCEPTIONS FOR CLASS R SHARES. CDSCs

will not apply to the following redemptions of Class R shares:

- A total or partial redemption of Class R shares where the retirement plan's dealer of record notifies the distributor prior to the time of investment that the dealer waives the upfront payment otherwise payable to him; and

- Redemptions of shares held by retirement plans in cases where (i) the plan has remained invested in Class R shares of a Fund for at least 12 months, or (ii) the redemption is not a complete redemption of all Class R shares held by the plan.

General Information Regarding Purchases, Exchanges and Redemptions

GOOD ORDER. Purchase, exchange and redemption orders must be received in good order in accordance with AIS policy and procedures and U.S. regulations. AIS reserves the right to refuse transactions. Transactions not in good order will not be processed and once brought into good order, will receive current price. To be in good order, an investor or financial intermediary must supply AIS with all required information and documentation, including signature guarantees when required. In addition, if a purchase of shares is made by check, the check must be received in good order. This means that the check must be properly completed and signed, and legible to AIS in its sole discretion. If a check used to purchase shares does not clear, or if any investment order must be canceled due to nonpayment, the investor will be responsible for any resulting loss.

AUTHORIZED AGENTS. AIS and AIM Distributors may authorize agents to accept purchase and redemption orders that are in good form on behalf of the AIM Funds. In certain cases, these authorized agents are authorized to designate other intermediaries to accept purchase and redemption orders on a Fund's behalf. The Fund will be deemed to have received the purchase or redemption order when the

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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.

SIGNATURE GUARANTEES. In addition to those circumstances listed in the "Shareholder Information" section of each Fund's prospectus, signature guarantees are required in the following situations: (1) requests to transfer the registration of shares to another owner; (2) telephone exchange and telephone redemption authorization forms; (3) changes in previously designated wiring or electronic funds transfer instructions; (4) written redemptions or exchanges of shares held in certificate form previously reported to AIM as lost, whether or not the redemption amount is under $250,000 or the proceeds are to be sent to the address of record; and (5) requests to redeem accounts where the proceeds are over $250,000 or the proceeds are to be sent to an address or a bank other than the address or bank of record. AIM Funds may waive or modify any signature guarantee requirements at any time.

Acceptable guarantors include banks, broker-dealers, credit unions, national securities exchanges, savings associations and any other organization, provided that such institution or organization qualifies as an "eligible guarantor institution" as that term is defined in rules adopted by the SEC, and further provided that such guarantor institution is listed in one of the reference guides contained in AIS' current Signature Guarantee Standards and Procedures, such as certain domestic banks, credit unions, securities dealers, or securities exchanges. Notary public signatures are not an acceptable replacement for a signature guarantee. AIS will also accept signatures with either: (1) a signature guaranteed with a medallion stamp of the STAMP Program, or (2) a signature guaranteed with a medallion stamp of the NYSE Medallion Signature Program, provided that in either event, the amount of the total transaction involved does not exceed the surety coverage amount indicated on the medallion. For information regarding whether a particular institution or organization qualifies as an "eligible guarantor institution" and to determine how to fulfill a signature guarantee requirement, an investor should contact the Client Services Department of AIS.

TRANSACTIONS BY TELEPHONE. By signing an account application form, an investor appoints AIS as his true and lawful attorney-in-fact to surrender for redemption any and all unissued shares held by AIS in the designated account(s), or in any other account with any of the AIM Funds, present or future, which has the identical registration as the designated account(s), with full power of substitution in the premises. AIS and AIM Distributors are thereby authorized and directed to accept and act upon any telephone redemptions of shares held in any of the account(s) listed, from any person who requests the redemption proceeds to be applied to purchase shares in any one or more of the AIM Funds, provided that such fund is available for sale and provided that the registration and mailing address of the shares to be purchased are identical to the registration of the shares being redeemed. An investor acknowledges by signing the form that he understands and agrees that AIS and AIM Distributors may not be liable for any loss, expense or cost arising out of any telephone exchange requests effected in accordance with the authorization set forth in these instructions if they reasonably believe such request to be genuine, but may in certain cases be liable for losses due to unauthorized or fraudulent transactions. Procedures for verification of telephone transactions may include recordings of telephone transactions (maintained for six months), requests for confirmation of the shareholder's Social Security Number and current address, and mailings of confirmations promptly after the transactions. AIS reserves the right to modify or terminate the telephone exchange privilege at any time without notice. An investor may elect not to have this privilege by marking the appropriate box on the application. Then any exchanges must be effected in writing by the investor.

INTERNET TRANSACTIONS. An investor may effect transactions in his account through the internet by establishing a Personal Identification Number (PIN). By establishing a PIN the investor acknowledges and agrees that neither AIS nor AIM Distributors will be liable for any loss, expense or cost arising out of any internet transaction effected by them in accordance with any instructions submitted by a user who transmits the PIN as authentication of his or her identity. Procedures for verification of internet transactions include requests for confirmation of the shareholder's personal identification number and mailing of confirmations promptly after the transactions. The investor also acknowledges that the ability

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to effect internet transactions may be terminated at any time by the AIM Funds. Policies for processing transactions via the Internet may differ from policies for transactions via telephone due to system settings.

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.

MISCELLANEOUS FEES. In certain circumstances, the intermediary maintaining the shareholder account through which your Fund shares are held may assess various fees related to the maintenance of that account, such as:

- an annual custodial fee on accounts where AIM Distributors acts as the prototype sponsor;

- expedited mailing fees in response to overnight redemption requests; and

- copying and mailing charges in response to requests for duplicate statements.

Please consult with your intermediary for further details concerning any applicable fees.

INSTITUTIONAL CLASS SHARES

Before the initial purchase of shares, an investor must submit a completed account application to his financial intermediary, who should forward the application to AIM Investment Services, Inc. at P.O. Box 4497, Houston, Texas 77210-4497. An investor may change information in his account application by submitting written changes or a new account application to his intermediary or to AIS.

Purchase and redemption orders must be received in good order. To be in good order, the financial intermediary must give AIS all required information and documentation with respect to the investor. If the intermediary fails to deliver the investor's payment on the required settlement date, the intermediary must reimburse the Fund for any overdraft charges incurred.

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

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minimum investment requirement.

Platform sponsors that provide investment vehicles to fund Section 401 defined contribution plans and have entered into written agreements with AIM Distributors to waive applicable investment minimums may purchase Institutional Class shares for accounts within such plans.

OFFERING PRICE

The following formula may be used to determine the public offering price per Class A share of an investor's investment:

Net Asset Value / (1 - Sales Charge as % of Offering Price ) = Offering Price.

For example, at the close of business on December 29, 2006, AIM Basic Value Fund - Class A shares had a net asset value per share of $36.60. The offering price, assuming an initial sales charge of 5.50%, was $38.73.

Institutional Class shares of the Funds are offered 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 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.

Investments in open-end and closed-end registered investment companies that do not trade on an exchange are valued at the end of day net asset value per share. Investments in open-end and closed-end registered investment companies that trade on an exchange are valued at the last sales price or official closing price as of the close of the customary trading session on the exchange where the security is principally traded.

A security listed or traded on an exchange (excluding convertible bonds) held by a Fund is valued at its last sales price or official closing price on the exchange where the security is principally traded or, lacking any sales on a particular day, the security may be valued at the closing bid price on that day. Each equity security traded in the over-the-counter market is valued on the basis of prices furnished by independent pricing vendors or market makers. Debt securities (including convertible bonds) and unlisted equities 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.

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Securities for which market prices are not provided by any of the above methods may be 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.

Short-term obligations having 60 days or less to maturity and commercial paper are valued at amortized cost which approximates value. 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. 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 the event is likely to have affected the closing price of the security, the security will be valued at fair value in good faith using procedures approved by the Board of Trustees. Adjustments to closing prices to reflect fair value may also be based 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.

Securities for which market prices are not provided by any of the above methods may be 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 or are unreliable are valued at fair value as determined in good faith by or under the supervision of the Trust's officers following procedures approved by the Board of Trustees. Issuer specific events, market trends, bid/ask quotes of brokers and information providers and other market data may be reviewed in the course of making a good faith determination of a security's fair value.

For financial reporting purposes and shareholder transactions on the last day of the fiscal quarter, transactions are normally accounted for on a trade date basis. For purposes of executing shareholder transactions in the normal course of business (other than shareholder transactions at a fiscal period-end), each non-money market fund's portfolio securities transactions are recorded no later than the first business day following the trade date. Transactions in money market fund portfolio securities are normally accounted for on a trade date basis.

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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 correctly completed and currently effective Internal Revenue Service ("IRS") Form W-8 (for non-resident aliens) or Form W-9 (certifying exempt status) accompanying the registration information will generally be subject to backup withholding.

Each AIM Fund, and other payers, generally must withhold 28% of redemption payments and reportable dividends (whether paid or accrued) including long-term capital gain dividends, in the case of any shareholder who fails to provide a Fund with a taxpayer identification number ("TIN") and a certification that he is not subject to backup withholding. Under current IRS guidance, each AIM Fund and other payer must generally withhold 28% on exempt-interest dividends paid after March 31, 2007, in the case of any shareholder who fails to provide the Fund with such information.

An investor is subject to backup withholding if:

1. the investor fails to furnish a correct TIN to the Fund;

2. the IRS notifies the Fund that the investor furnished an incorrect TIN;

3. the investor or the Fund is notified by the IRS that the investor is subject to backup withholding because the investor failed to report all of the interest and dividends on such investor's tax return (for reportable interest and dividends only);

4. the investor fails to certify to the Fund that the investor is not subject to backup withholding under (3) above (for reportable interest and dividend accounts opened after 1983 only); or

5. the investor does not certify his TIN. This applies only to non-exempt mutual fund accounts opened after 1983.

Interest and dividend payments are subject to backup withholding in all five situations discussed above. Redemption proceeds are subject to backup withholding only if (1), (2) or (5) above applies.

Certain payees and payments are exempt from backup withholding and information reporting. AIM or AIS will not provide Form 1099 to those payees.

Investors should contact the IRS if they have any questions concerning withholding.

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

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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 Independence Now Fund, to declare and pay annually net investment income dividends and capital gain distributions. AIM Independence Now 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. All dividends and distributions will be automatically reinvested in additional shares of the same class of each Fund unless the shareholder has requested in writing to receive such dividends and distributions in cash or that they be invested in shares of another AIM Fund, subject to the terms and conditions set forth in the Prospectus under the caption "Special Plans - Automatic Dividend Investment". Such dividends and distributions will be reinvested at the net asset value per share determined on the ex-dividend date. If a shareholder's account does not have any shares in it on a dividend or capital gain distribution payment date, the dividend or distribution will be paid in cash whether or not the shareholder has elected to have such dividends or distributions reinvested.

Dividends on Class B, Class C and Class R shares of certain Funds are expected to be lower than those for Class A shares and Institutional Class shares of the same Fund because of higher distribution fees paid by Class B, Class C and Class R shares. Other class-specific expenses may also affect dividends on shares of those classes. Expenses attributable to a particular class ("Class Expenses") include distribution plan expenses, which must be allocated to the class for which they are incurred. Other expenses may be allocated as Class Expenses, consistent with applicable legal principles under the 1940 Act and the Code.

TAX MATTERS

The following is only a summary of certain additional tax considerations generally affecting the Funds and their shareholders that are not described in the Prospectus. No attempt is made to present a detailed explanation of the tax treatment of each Fund or its shareholders, and the discussion here and in the Prospectus is not intended as a substitute for careful tax planning.

QUALIFICATION AS A REGULATED INVESTMENT COMPANY. Each Fund has elected to be taxed under Subchapter M of the Code as a regulated investment company and intends to maintain its qualification as such in each of its taxable years. As a regulated investment company, each Fund is not subject to 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

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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.

Each Fund presently intends to elect under applicable Treasury regulations to treat any net capital loss, and any net long-term capital loss incurred after October 31 as if it had been incurred in the succeeding taxable year in determining its taxable income for the current taxable year. Certain Funds may also elect under the same regulations to treat all or part of any net foreign currency loss incurred after October 31 as if it had been incurred in the succeeding taxable year.

Each Fund may use "equalization accounting" in determining the portion of its net investment income and capital gain net income that has been distributed. A Fund that elects to use equalization accounting will allocate a portion of its realized investment income and capital gain to redemptions of Fund shares and will reduce the amount of such income and gain that it distributes in cash. However, each Fund intends to make cash distributions for each taxable year in an aggregate amount that is sufficient to satisfy the Distribution Requirement without taking into account its use of equalization accounting. The IRS has not published any guidance concerning the methods to be used in allocating investment income and capital gain to redemptions of shares. In the event that the IRS determines that a Fund is using an improper method of allocation and has underdistributed its net investment income or capital gain net income for any taxable year, such Fund may be liable for additional federal income tax.

In addition to satisfying the Distribution Requirement, a regulated investment company must derive at least 90% of its gross income from dividends, interest, certain payments with respect to securities loans, gains from the sale or other disposition of stock, 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 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, collectively, in securities of certain publicly traded partnerships.

For purposes of the Asset Diversification Test, the IRS has ruled that the issuer of a purchased listed call option on stock is the issuer of the stock underlying the option. The IRS has also informally ruled that, in general, the issuers of purchased or written call and put options on securities, of long and short positions on futures contracts on securities and of options on such futures contracts are the issuers of the securities underlying such financial instruments where the instruments are traded on an exchange.

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

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because the Funds may not rely on informal rulings of the IRS, the Funds may find it necessary to seek a ruling from the IRS as to the application of the Asset Diversification Test to certain of the foregoing types of financial instruments or to limit its holdings of some or all such instruments in order to stay within the limits of such test.

Under an IRS revenue procedure, a Fund may treat its position as lender under a repurchase agreement as a U.S. Government security for purposes of the Asset Diversification Test where the repurchase agreement is fully collateralized (under applicable SEC standards) with securities that constitute U.S. Government securities.

If for any taxable year a Fund does not qualify as a regulated investment company, all of its taxable income (including its net capital gain) would be subject to tax at regular corporate rates without any deduction for distributions to shareholders, and such distributions would be taxable as ordinary dividends to the extent of such Fund's current and accumulated earnings and profits. Such distributions generally would be eligible for the dividends received deduction in the case of corporate shareholders and would be included in the qualified dividend income of non-corporate shareholders. See "Fund Distributions" below.

Independence Funds

An Independence Fund will invest its assets in shares of the Underlying Funds, cash and money market instruments. Accordingly, an Independence Fund's income will consist of distributions from the Underlying Funds, net gains realized from the disposition of Underlying Fund shares and interest earned on cash and money market instruments. If an Underlying Fund qualifies for treatment as a regulated investment company 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 Independence 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 Independence Fund as ordinary income, (2) dividends paid to an Independence Fund that an Underlying Fund designates as capital gain dividends (as discussed below) will be taxable to an Independence Fund as long-term capital gain, (3) dividends paid to an Independence 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 Independence Fund that an Underlying Fund designates as qualified dividend income (as discussed below) will be treated by the Independence Fund as qualifying dividends taxable at a maximum rate of 15% to individuals and other non-corporate 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 Independence Fund's portfolio or otherwise), all or a part of the loss will not be deductible by an Independence 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 Independence 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 Independence Fund will not qualify to pass that benefit through to its shareholders because of its inability to satisfy the asset test. Accordingly, an Independence Fund will deduct the amount of any foreign taxes passed through by an Underlying Fund in determining its investment company taxable income. (See discussion below on Foreign Income Tax.)

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 forward 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.

SWAP AGREEMENTS AND CREDIT DEFAULT SWAP AGREEMENTS. Each Fund may enter into swap agreements and may also enter into credit default swap agreements as permitted by each Fund's prospectus. Certain requirements that must be met under the Code in order for a Fund to qualify as a regulated investment company may limit the extent to which a Fund will be able to engage in certain

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types of swap agreements and credit default swap agreements. Moreover, the rules governing the tax aspects of certain types of these agreements are in a developing stage and are not entirely clear in certain respects. Accordingly, while a Fund intends to account for such transactions in a manner deemed to be appropriate, the IRS might not accept such treatment. If it did not, the status of a Fund as a regulated investment company might be affected. Each Fund intends to monitor developments in this area.

EXCISE TAX ON REGULATED INVESTMENT COMPANIES. A 4% non-deductible excise tax is imposed on a regulated investment company that fails to distribute in each calendar year an amount equal to 98% 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 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 non-corporate taxpayers to the extent discussed below and to the extent that shareholders have held their fund shares for a minimum required period.

A Fund may either retain or distribute to shareholders its net capital gain (net long-term capital gain over net short-term capital loss) for each taxable year. Each Fund currently intends to distribute any such amounts. If net capital gain is distributed and designated as a capital gain dividend, it will be taxable to shareholders as long-term capital gain (currently taxable at maximum rates of 15% or 25% for non-

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corporate shareholders) depending on the nature of the capital gain, 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.

Subject to applicable Code limitations, each Fund will be allowed to take into account a net capital loss (excess of losses over gains from the sale of capital assets) from a prior taxable year as a short-term capital loss for the current taxable year in determining its investment company taxable income and net capital gain.

Ordinary income dividends paid by a Fund with respect to a taxable year will qualify for the 70% dividends received deduction generally available to corporations to the extent of the amount of qualifying dividends received by the Fund from domestic corporations for the taxable year.

Ordinary income dividends paid by a Fund to individuals and other non-corporate 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. Dividends received by the Fund from PFICs are not qualifying dividends. If the qualifying dividend income received by a Fund is equal to 95% (or a greater percentage) of the Fund's gross income (exclusive of net capital gain) in any taxable year, all of the ordinary income dividends paid by the Fund will be qualifying dividend income.

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 non-corporate shareholder may not exceed a maximum rate of 15%. The AMT applicable to corporations may reduce the value of the dividends received deduction. However, certain small corporations are wholly exempt from the AMT.

Distributions by a Fund that are not made from earnings and profits will be treated as a return of capital to the extent of (and in reduction of) the shareholder's tax basis in his shares; any excess will be treated as gain from the sale of his shares.

Distributions by a Fund will be treated in the manner described above regardless of whether such distributions are paid in cash or reinvested in additional shares of the Fund (or of another Fund). Shareholders receiving a distribution in the form of additional shares will be treated as receiving a distribution in an amount equal to the fair market value of the shares received, determined as of the ex-dividend date.

Ordinarily, shareholders are required to take distributions by a Fund into account in the year in which the distributions are made. However, dividends declared in October, November or December of any year and payable to shareholders of record on a specified date in such a month will be deemed to have been received by the shareholders (and made by the Fund) on December 31 of such calendar year if such dividends are actually paid in January of the following year. Shareholders will be advised annually as to the U.S. federal income tax consequences of distributions made (or deemed made) during the year in accordance with the guidance that has been provided by the IRS.

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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.

AIS may provide Fund shareholders with information concerning the average cost basis of their shares in order to help them calculate their gain or loss from a sale or redemption. This information is supplied as a convenience to shareholders and will not be reported to the IRS. Although the IRS permits the use of several methods to determine the cost basis of mutual fund shares, the cost basis information provided by AIS will be calculated using only the single-category average cost method. Neither AIS nor the Fund recommends any particular method of determining cost basis, and the use of other methods may result in more favorable tax consequences for some shareholders. Even if you have reported gains or losses for a Fund in past years using another method of basis determination, you may be able to use the average cost method for determining gains or losses in the current year. However, once you have elected to use the average cost method, you must continue to use it unless you apply to the IRS for permission to change methods.

If a shareholder (a) incurs a sales load in acquiring shares of a Fund, (b) disposes of such shares less than 91 days after they are acquired, and
(c) subsequently acquires shares of the Fund or another fund at a reduced sales load pursuant to a right to reinvest at such reduced sales load acquired in connection with the acquisition of the shares disposed of, then the sales load on the shares disposed of (to the extent of the reduction in the sales load on the shares subsequently acquired) shall not be taken into account in determining gain or loss on the shares disposed of, but shall be treated as incurred on the acquisition of the shares subsequently acquired. The wash sale rules may also limit the amount of loss that may be taken into account on disposition after such adjustment.

BACKUP WITHHOLDING. The Funds may be required to withhold 28% of taxable distributions and/or redemption payments. For more information refer to "Purchase, Redemption and Pricing of Shares - Backup Withholding".

FOREIGN SHAREHOLDERS. Taxation of a shareholder who, as to the United States, is a nonresident alien individual, foreign trust or estate, foreign corporation, or foreign partnership ("foreign shareholder"), depends on whether the income from a Fund is "effectively connected" with a U.S. trade or business carried on by such shareholder. If the income from a Fund is not effectively connected with a U.S. trade or business carried on by a foreign shareholder, distributions (other than exempt-interest dividends or distributions of long-term capital gain) will be subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon the gross amount of the distribution. Such a foreign shareholder would generally be exempt from U.S. federal income tax on gain realized on the redemption of shares of a Fund, exempt-interest dividends, capital gain dividends and amounts retained by a Fund that are designated as undistributed net capital gain.

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As a consequence of the enactment of the American Jobs Creation Act of 2004, such a foreign shareholder will also generally be exempt from U.S. federal income tax on distributions that a Fund designates as "short-term capital gain dividends" or as "interest-related dividends" for Fund taxable years beginning after December 31, 2004 and before January 1, 2008 and foreign shareholders may obtain refunds of tax withheld from amount so designated by filing a United States tax return. The aggregate amount that may be designated as short-term capital gain dividends for a Fund's taxable year is 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), such as from an Underlying Fund in the case of an Independence Fund, 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 (such as from an Underlying Fund in the case of an Independence Fund). 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.

The Funds do not intend to designate any distributions made after December 31, 2006, as short-term capital dividends or interest-related dividends.

If the income from a Fund is effectively connected with a U.S. trade or business carried on by a foreign shareholder, then ordinary income dividends, capital gain dividends, short-term capital gain dividends, interest-related dividends and any gains realized upon the sale or redemption of shares of the Fund will be subject to U.S. federal income tax at the rates applicable to U.S. citizens or domestic corporations.

In the case of foreign non-corporate shareholders, a Fund may be required to withhold U.S. federal income tax at a rate of 28% on distributions that are otherwise exempt from withholding tax (or taxable at a reduced treaty rate) unless such shareholders furnish the Fund with proper notification of their foreign status.

Foreign shareholders may be subject to U.S. withholding tax at a rate of 30% on the income resulting from the Foreign Tax Election (as discussed below), 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 non-resident alien shareholders dying after December 31, 2004 and before January 1, 2008 will be able to exempt from federal estate tax the proportion of the value of a Fund's shares attributable to "qualifying assets" held by the Fund at the end of the quarter immediately preceding the non-resident alien shareholders' death (or such other time as the IRS may designate in regulations). Qualifying assets include bank deposits and other debt obligations that pay interest or accrue original issue discount that is exempt from withholding tax, debt obligations of a domestic corporation that are treated as giving rise to foreign source income, and other investments

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that are not treated for tax purposes as being within the United States. Shareholders will be advised annually of the portion of a Fund's assets that constituted qualifying assets at the end of each quarter of its taxable year.

The tax consequences to a foreign shareholder entitled to claim the benefits of an applicable tax treaty may be different from those described herein. Foreign shareholders are urged to consult their own tax advisers with respect to the particular tax consequences to them of an investment in a Fund, including the applicability of foreign tax.

FOREIGN INCOME TAX. Investment income received by each Fund from sources within foreign countries may be subject to foreign income tax withheld at the source and the amount of tax withheld will generally be treated as an expense of the Fund. The United States has entered into tax treaties with many foreign countries which entitle the Funds to a reduced rate of, or exemption from, tax on such income. It is impossible to determine the effective rate of foreign tax in advance since the amount of a Fund's assets to be invested in various countries is not known.

If more than 50% of the value of a Fund's total assets at the close of each taxable year consists of the stock or securities of foreign corporations, the Fund may elect to "pass through" to the Fund's shareholders the amount of foreign income tax paid by the Fund (the "Foreign Tax Election") in lieu of deducting such amount in determining its investment company taxable income. Pursuant to the Foreign Tax Election, shareholders will be required (i) to include in gross income, even though not actually received, their respective pro-rata shares of the foreign income tax paid by the Fund that are attributable 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 April 3, 2007. Future legislative or administrative changes or court decisions may significantly change the conclusions expressed herein, and any such changes or decisions may have a retroactive effect with respect to the transactions contemplated herein.

Rules of state and local taxation of ordinary income, qualified dividend income and capital gain dividends may differ from the rules for U.S. federal income taxation described above. Distributions may also be subject to additional state, local and foreign taxes depending on each shareholder's particular

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situation. Non-U.S. shareholders may be subject to U.S. tax rules that differ significantly from those summarized above. Shareholders are urged to consult their tax advisers as to the consequences of these and other state and local tax rules affecting investment in the Funds.

DISTRIBUTION OF SECURITIES

DISTRIBUTION PLANS

The Trust has adopted distribution plans pursuant to Rule 12b-1 under the 1940 Act with respect to each Fund's Class A shares, Class B shares, Class C shares 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 Independence Now Fund     0.25%     1.00%     1.00%     0.50%
AIM Independence 2010 Fund    0.25      1.00      1.00      0.50
AIM Independence 2020 Fund    0.25      1.00      1.00      0.50
AIM Independence 2030 Fund    0.25      1.00      1.00      0.50
AIM Independence 2040 Fund    0.25      1.00      1.00      0.50
AIM Independence 2050 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

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about their investments. Any amounts not paid as a service fee under each Plan would constitute an asset-based sales charge.

AIM Distributors may pay dealers and institutions who sell Class R shares an annual fee of 0.50% of average daily net assets. These payments will consist of an asset-based fee of 0.25% and a service fee of 0.25% and will commence either on the thirteenth month after the first purchase, on accounts on which a dealer concession was paid, or immediately, on accounts on which a dealer concession was not paid. If AIM Distributors pays a dealer concession, it will retain all payments received by it relating to Class R shares for the first year after they are purchased. AIM Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class R shares which are attributable to shareholders for whom the dealers and institutions are designated as dealers of record.

Under a Shareholder Service Agreement, a Fund agrees to pay periodically fees to selected dealers and other institutions who render the foregoing services to their customers. The fees payable under a Shareholder Service Agreement will be calculated at the end of each payment period for each business day of the Funds during such period at the annual rate specified in each agreement based on the average daily net asset value of the Funds' shares purchased or acquired through exchange. Fees shall be paid only to those selected dealers or other institutions who are dealers or institutions of record at the close of business on the last business day of the applicable payment period for the account in which such Fund's shares are held.

Selected dealers and other institutions entitled to receive compensation for selling Fund shares may receive different compensation for selling shares of one particular class over another. Under the Plans, certain financial institutions which have entered into service agreements and which sell shares of the Funds on an agency basis, may receive payments from the Funds pursuant to the respective Plans. AIM Distributors does not act as principal, but rather as agent for the Funds, in making dealer incentive and shareholder servicing payments to dealers and other financial institutions under the Plans. These payments are an obligation of the Funds and not of AIM Distributors.

Payments pursuant to the Plans are subject to any applicable limitations imposed by rules of the National Association of Securities Dealers, Inc. ("NASD").

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.

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

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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 C Plan which constitutes an asset-based sales charge (0.75%) is intended in part to permit AIM Distributors to recoup a portion of the sales commissions to dealers plus financing costs, if any. After the first full year, AIM Distributors will make quarterly payments to dealers and institutions based on the average net asset value of Class C shares which are attributable to shareholders for whom the dealers and institutions are designated as dealers of record. These payments will consist of an asset-based sales charge of 0.75% and a service fee of 0.25%.

The Trust (on behalf of any class of any Fund) or AIM Distributors may terminate the Distribution Agreements on 60 days' written notice without penalty. The Distribution Agreements will terminate automatically in the event of their assignment. In the event the Class B shares Distribution Agreement is terminated, AIM Distributors would continue to receive payments of asset-based distribution fees in respect of the outstanding Class B shares attributable to the distribution efforts of AIM Distributors or its predecessors; provided, however that a complete termination of the Class B Plan (as defined in such Plan) would terminate all payments to AIM Distributors. Termination of the Class B Plan or the

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Distribution Agreement for Class B shares would not affect the obligation of Class B shareholders to pay contingent deferred sales charges.

FINANCIAL STATEMENTS

When issued, each Fund's Financial Statements including the Financial Highlights and the report of the independent registered public accounting firm pertaining thereto, will be incorporated by reference into this Statement of Additional Information ("SAI") from such Fund's Annual Report to shareholders.

The portions of such Annual Report that are not specifically listed above are not incorporated by reference into this Statement of Additional Information and are not a part of this Registration Statement.

PENDING LITIGATION

Regulatory Action Alleging Market Timing

On August 30, 2005, the West Virginia Office of the State Auditor - Securities Commission ("WVASC") issued a Summary Order to Cease and Desist and Notice of Right to Hearing to AIM and ADI (Order No. 05-1318). The WVASC makes findings of fact that AIM and ADI entered into certain arrangements permitting market timing of the AIM Funds and failed to disclose these arrangements in the prospectuses for such Funds, and conclusions of law to the effect that AIM and ADI violated the West Virginia securities laws. The WVASC orders AIM and ADI to cease any further violations and seeks to impose monetary sanctions, including restitution to affected investors, disgorgement of fees, reimbursement of investigatory, administrative and legal costs and an "administrative assessment," to be determined by the Commissioner. Initial research indicates that these damages could be limited or capped by statute. By agreement with the Commissioner of Securities, AIM's time to respond to that Order has been indefinitely suspended.

Private Civil Actions Alleging Market Timing

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, INVESCO Funds Group, Inc., the former investment advisor to certain AIM Funds ("IFG"), AIM, AIM Management, AMVESCAP PLC ("AMVESCAP"), the parent company of IFG and AIM, certain related entities, certain of their current and former officers and/or certain unrelated third parties) based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal and state securities laws; (ii) violation of various provisions of ERISA; (iii) breach of fiduciary duty; and/or (iv) breach of contract. These lawsuits were initiated in both Federal and state courts and seek such remedies as compensatory damages; restitution; injunctive relief; disgorgement of management fees; imposition of a constructive trust; removal of certain directors and/or employees; various corrective measures under ERISA; rescission of certain Funds' advisory agreements; interest; and attorneys' and experts' fees. A list identifying such lawsuits (excluding those lawsuits that have been recently transferred as mentioned herein) that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived is set forth in APPENDIX I-1.

All lawsuits based on allegations of market timing, late trading, and related issues have been transferred to the United States District Court for the District of Maryland (the "MDL Court") for consolidated or coordinated pre-trial proceedings. Pursuant to an Order of the MDL Court, plaintiffs in these lawsuits consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties. A list identifying the amended complaints in the MDL Court is included in APPENDIX I-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 I-1.

Private Civil Actions Alleging Improper Use of Fair Value Pricing

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Multiple civil class action lawsuits have been filed against various parties (including, depending on the lawsuit, certain AIM Funds, IFG and/or AIM) alleging that certain AIM Funds inadequately employed fair value pricing. These lawsuits allege a variety of theories of recovery, including but not limited to:
(i) violations of various provisions of the Federal securities laws; (ii) common law breach of duty; and (iii) common law negligence and gross negligence. These lawsuits have been filed in both Federal and state courts and seek such remedies as compensatory and punitive damages; interest; and attorneys' fees and costs. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived is set forth in APPENDIX I-2.

Private Civil Actions Alleging Improper Mutual Fund Sales Practices and Directed-Brokerage Arrangements

Multiple civil lawsuits, including purported class action and shareholder derivative suits, have been filed against various parties (including, depending on the lawsuit, AIM Management, IFG, AIM, AIM Investment Services, Inc. ("AIS") and/or certain of the trustees of the AIM Funds) alleging that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively promote the sale of the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits allege a variety of theories of recovery, including but not limited to: (i) violation of various provisions of the Federal securities laws; (ii) breach of fiduciary duty; and (iii) aiding and abetting a breach of fiduciary duty. These lawsuits have been filed in Federal courts and seek such remedies as compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees. A list identifying such lawsuits that have been served on IFG, AIM, the AIM Funds or related entities, or for which service of process has been waived is set forth in APPENDIX I-3.

Other Actions Involving AIM Floating Rate Fund

AIM Floating Rate Fund, an Underlying Fund, is a named defendant in private civil actions based on its position as a creditor to certain entities that have filed petitions in bankruptcy courts. A list identifying such lawsuits that have been served on AIM Floating Rate Fund, or for which service of process has been waived, is set forth in Appendix I-4.

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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

PERSONS TO WHOM AIM PROVIDES
NON-PUBLIC PORTFOLIO HOLDINGS ON AN ONGOING BASIS
(AS OF APRIL 16, 2007)

                SERVICE PROVIDER                                  DISCLOSURE CATEGORY
                ----------------                                  -------------------
ABN AMRO Financial Services, Inc.                  Broker (for certain AIM funds)
A.G. Edwards & Sons, Inc.                          Broker (for certain AIM funds)
AIM Investment Services, Inc.                      Transfer Agent
Anglemyer & Co.                                    Analyst (for certain AIM funds)
Ballard Spahr Andrews & Ingersoll, LLP             Legal Counsel
BB&T Capital Markets                               Broker (for certain AIM funds)
Bear, Stearns Pricing Direct                       Pricing Vendor (for certain AIM funds)
Belle Haven Investments L.P.                       Broker (for certain AIM funds)
Bloomberg                                          System Provider (for certain AIM funds)
BOSC, Inc.                                         Broker (for certain AIM funds)
BOWNE & Co.                                        Financial Printer
Brown Brothers Harriman & Co.                      Securities Lender (for certain AIM funds)
Cabrera Capital Markets                            Broker (for certain AIM funds)
CENVEO                                             Financial Printer
Citigroup Global Markets                           Broker (for certain AIM funds)
Classic Printers Inc.                              Financial Printer
Coastal Securities, LP                             Broker (for certain AIM funds)
Color Dynamics                                     Financial Printer
D.A. Davidson (formerly Kirkpatrick, Pettis,       Broker (for certain AIM funds)
Smith, Pollian, Inc.)
Duncan-Williams, Inc.                              Broker (for certain AIM funds)
Earth Color Houston                                Financial Printer
EMCO Press                                         Financial Printer
Empirical Research Partners                        Analyst (for certain AIM funds)
Fidelity Investments                               Broker (for certain AIM funds)
First Albany Capital                               Broker (for certain AIM funds)
First Tryon Securities                             Broker (for certain AIM funds)
F T Interactive Data Corporation                   Pricing Vendor
GainsKeeper                                        Software Provider (for certain AIM funds)
GCom2 Solutions                                    Software Provider (for certain AIM funds)
George K. Baum & Company                           Broker (for certain AIM funds)
Glass, Lewis & Co.                                 System Provider (for certain AIM funds)
Global Trend Alert                                 Analyst (for certain AIM funds)
Grover Printing                                    Financial Printer
Gulfstream Graphics Corp.                          Financial Printer
Hattier, Sanford & Reynoir                         Broker (for certain AIM funds)
Howe Barnes Investments, Inc.                      Broker (for certain AIM funds)
Hutchinson, Shockey, Erley & Co.                   Broker (for certain AIM funds)
iMoneyNet                                          Rating & Ranking Agency (for certain AIM funds)
Infinity Web, Inc.                                 Financial Printer
Initram Data, Inc.                                 Pricing Vendor
Institutional Shareholder Services, Inc.           Proxy Voting Service (for certain AIM funds)
INVESCO Senior Secured Management                  System Provider (for certain AIM funds)
ITG, Inc.                                          Pricing Vendor (for certain AIM funds)
J.P. Morgan Securities, Inc.                       Analyst (for certain AIM funds)

B-1

                SERVICE PROVIDER                                  DISCLOSURE CATEGORY
                ----------------                                  -------------------
JPMorgan Securities Inc.\Citigroup Global          Lender (for certain AIM funds)
Markets Inc.\JPMorgan Chase Bank, N.A.
John Hancock Investment Management Services, LLC   Sub-advisor (for certain sub-advised accounts)
Jorden Burt LLP                                    Special Insurance Counsel
Kevin Dann & Partners                              Analyst (for certain AIM funds)
Kramer, Levin Naftalis & Frankel LLP               Legal Counsel
Legg Mason Wood Walker                             Broker (for certain AIM funds)
Lehman Brothers, Inc.                              Broker (for certain AIM funds)
Lipper, Inc.                                       Rating & Ranking Agency (for certain AIM funds)
Loan Pricing Corporation                           Pricing Service (for certain AIM funds)
Loop Capital Markets                               Broker (for certain AIM funds)
MarkIt Valuations Ltd.                             Pricing Vendor (for certain AIM funds)
McDonald Investments Inc.                          Broker (for certain AIM funds)
Merrill Corporation                                Financial Printer
Mesirow Financial, Inc.                            Broker (for certain AIM funds)
Moody's Investors Service                          Rating & Ranking Agency (for certain AIM funds)
Moore Wallace North America                        Financial Printer
Morgan Keegan & Company, Inc.                      Broker (for certain AIM funds)
Morrison Foerster LLP                              Legal Counsel
M.R. Beal & Company                                Broker (for certain AIM funds)
MS Securities Services, Inc. and Morgan Stanley    Securities Lender (for certain AIM funds)
& Co. Incorporated
Muzea Insider Consulting Services, LLC             Analyst (for certain AIM funds)
Noah Financial, LLC                                Analyst (for certain AIM funds)
OMGEO/Oasys                                        Trading System
Page International                                 Financial Printer
Piper Jaffray                                      Analyst (for certain AIM funds)
Piper Jaffray &Co.                                 Broker (for certain AIM funds)
PricewaterhouseCoopers LLP                         Independent Registered Public Accounting Firm
                                                   (for all AIM funds)
Printing Arts of Houston                           Financial Printer
Protective Securities                              Broker (for certain AIM funds)
Ramirez & Co., Inc.                                Broker (for certain AIM funds)
Raymond James & Associates, Inc.                   Broker (for certain AIM funds)
RBC Capital Markets Corporation                    Analyst (for certain AIM funds)
RBC Dain Rauscher Incorporated                     Broker (for certain AIM funds)
Reuters America Inc.                               Pricing Service (for certain AIM funds)
Robert W. Baird & Co. Incorporated                 Broker (for certain AIM funds)
RR Donnelley Financial                             Financial Printer
Ryan Beck & Co.                                    Broker (for certain AIM funds)
Salomon Smith Barney                               Broker (for certain AIM funds)
SBK Brooks Investment Corp.                        Broker (for certain AIM funds)
Seattle Northwest Securities Corporation           Broker (for certain AIM funds)
Siebert Brandford Shank & Co., L.L.C.              Broker (for certain AIM funds)
Signature Press                                    Financial Printer
Simon Printing Company                             Financial Printer
Southwest Precision Printers, Inc.                 Financial Printer
Standard and Poor's - a Division of McGraw-Hill    Rating and Ranking Agency (for certain AIM funds)
Standard and Poor's/Standard and Poor's            Pricing Service (for certain AIM funds)
Securities Evaluations, Inc.

B-2

                SERVICE PROVIDER                                  DISCLOSURE CATEGORY
                ----------------                                  -------------------
State Street Bank and Trust Company                Custodian (for certain AIM funds); Lender
                                                   (for certain AIM Funds); Securities Lender
                                                   (for certain AIM funds) and System Provider
                                                   (for certain AIM funds)
Sterne, Agee & Leach, Inc.                         Broker (for certain AIM funds)
Stifel, Nicholaus & Company, Incorporated          Broker (for certain AIM funds)
The Bank of New York                               Custodian (for certain AIM funds)
The MacGregor Group, Inc.                          Software Provider
Thomson Information Services Incorporated          Software Provider
UBS Financial Services, Inc.                       Broker (for certain AIM funds)
VCI Group Inc.                                     Financial Printer
Wachovia National Bank, N.A.                       Broker (for certain AIM funds)
Western Lithograph                                 Financial Printer
Wiley Bros. Aintree Capital  L.L.C.                Broker (for certain AIM funds)
William Blair & Co.                                Broker (for certain AIM funds)
XSP, LLC\Solutions Plus, Inc.                      Software Provider

B-3

APPENDIX C

TRUSTEES AND OFFICERS

As of March 31, 2007

The address of each trustee and officer is 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. Each trustee oversees 110 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
                                     AND/OR                                                               OTHER TRUSTEESHIP(S)
     NAME, YEAR OF BIRTH AND        OFFICER                                                              /DIRECTORSHIP(S) HELD
  POSITION(S) HELD WITH THE TRUST    SINCE          PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS           BY TRUSTEE/DIRECTOR
---------------------------------   -------   -------------------------------------------------------   -----------------------
INTERESTED PERSONS

Martin L. Flanagan(1) - 1960          2007    Director, Chief Executive Officer and President,          None
Trustee                                       AMVESCAP PLC (parent of AIM and a global investment
                                              management firm); Chairman, A I M Advisors, Inc.
                                              (registered investment advisor); and Director,
                                              Chairman, Chief Executive Officer and President, AVZ
                                              Inc. (holding company); INVESCO North American
                                              Holdings, Inc. (holding company); Chairman and
                                              President, AMVESCAP Group Services, Inc. (service
                                              provider); Trustee, The AIM Family of Funds
                                              --Registered Trademark--; Chairman, Investment Company
                                              Institute; and Member of Executive Board, SMU Cox
                                              School of Business

                                              Formerly: President, Co-Chief Executive Officer,
                                              Co-President, Chief Operating Officer and Chief
                                              Financial Officer, Franklin Resources, Inc. (global
                                              investment management organization)

Robert H. Graham(2) - 1946            1998    Trustee and Vice Chair, The AIM Family of Funds           None
Trustee and Vice Chair                        --Registered Trademark--

                                              Formerly: President and Chief Executive Officer, A I M
                                              Management Group Inc.; Director, Chairman and
                                              President, A I M Advisors, Inc. (registered investment
                                              advisor); Director and Chairman, A I M Capital
                                              Management, Inc. (registered investment advisor), A I M
                                              Distributors, Inc. (registered broker dealer), AIM
                                              Investment Services, Inc. (registered transfer agent),
                                              and Fund Management Company (registered broker dealer);
                                              Chief Executive Officer, AMVESCAP PLC - Managed
                                              Products; and President and Principal Executive
                                              Officer, The AIM Family of Funds --Registered
                                              Trademark--; Director and Chairman, A I M Management
                                              Group Inc. (financial services holding company);
                                              Director and Vice Chairman, AMVESCAP PLC; and Chairman,
                                              AMVESCAP PLC - AIM Division


(1) Mr. Flanagan was appointed as Trustee of the Trust on February 24, 2007. Mr. Flanagan is considered an interested person of the Trust because he is an officer of the advisor to the Trust, and an officer and a director of AMVESCAP PLC, parent of the advisor to the Trust.

(2) 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.

C-1

                                    TRUSTEE
                                     AND/OR                                                               OTHER TRUSTEESHIP(S)
     NAME, YEAR OF BIRTH AND        OFFICER                                                              /DIRECTORSHIP(S) HELD
  POSITION(S) HELD WITH THE TRUST    SINCE          PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS           BY TRUSTEE/DIRECTOR
---------------------------------   -------   -------------------------------------------------------   -----------------------
Philip A. Taylor(3) - 1954            2006    Director, Chief Executive Officer and President, A I M    None
Trustee, President and Principal              Management Group Inc., AIM Mutual Fund Dealer Inc.
Executive Officer                             (registered broker dealer), A I M Advisors, Inc., A I M
                                              Capital Management, Inc., AIM Funds Management Inc.
                                              d/b/a AMVESCAP Enterprise Services (registered
                                              investment advisor and registered transfer agent) and
                                              1371 Preferred Inc. (holding company); Director,
                                              Chairman, Chief Executive Officer and President, A I M
                                              Capital Management, Inc.; Director and President, A I M
                                              Advisors, Inc., INVESCO Funds Group, Inc. (registered
                                              investment advisor and registered transfer agent) and
                                              AIM GP Canada Inc. (general partner for limited
                                              partnership); Director, A I M Distributors, Inc.;
                                              Director and Chairman, AIM Investment Services, Inc.,
                                              Fund Management Company and INVESCO Distributors, Inc.
                                              (registered broker dealer); Director, President and
                                              Chairman, AVZ Callco Inc. (holding company), AMVESCAP
                                              Inc. (holding company) and AIM Canada Holdings Inc.
                                              (holding company); Director and Chief Executive
                                              Officer, AIM Trimark Corporate Class Inc. (formerly AIM
                                              Trimark Global Fund Inc.) (corporate mutual fund
                                              company) and AIM Trimark Canada Fund Inc. (corporate
                                              mutual fund company); Trustee, President and Principal
                                              Executive Officer, The AIM Family of Funds --Registered
                                              Trademark-- (other than AIM Treasurer's Series Trust,
                                              Short-Term Investments Trust and Tax-Free Investments
                                              Trust); Trustee and Executive Vice President, The AIM
                                              Family of Funds --Registered Trademark-- (AIM
                                              Treasurer's Series Trust, Short-Term Investments Trust
                                              and Tax-Free Investments Trust only); and Manager,
                                              Powershares Capital Management LLC

                                              Formerly: President and Principal Executive Officer,
                                              The AIM Family of Funds --Registered Trademark-- (AIM
                                              Treasurer's Series Trust, Short-Term Investments Trust
                                              and Tax-Free Investments Trust only); Chairman, AIM
                                              Canada Holdings, Inc.; President, AIM Trimark Global
                                              Fund Inc. and AIM Trimark Canada Fund Inc.; and
                                              Director, Trimark Trust (federally regulated Canadian
                                              trust company)


INDEPENDENT TRUSTEES

Bruce L. Crockett - 1944              2001    Chairman, Crockett Technology Associates (technology      ACE Limited (insurance
Trustee and Chair                             consulting company)                                       company); and Captaris,
                                                                                                        Inc. (unified messaging
                                                                                                        provider)

Bob R. Baker - 1936                   2003    Retired                                                   None
Trustee


(3) Mr. Taylor is considered an interested person of the Trust because he is an officer and a director of the advisor to, and a director of the principal underwriter of the Trust.

C-2

                                    TRUSTEE
                                     AND/OR                                                               OTHER TRUSTEESHIP(S)
     NAME, YEAR OF BIRTH AND        OFFICER                                                              /DIRECTORSHIP(S) HELD
  POSITION(S) HELD WITH THE TRUST    SINCE          PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS           BY TRUSTEE/DIRECTOR
---------------------------------   -------   -------------------------------------------------------   -----------------------
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    Founder, Green, Manning & Bunch Ltd. (investment          None
Trustee                                       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), Reich & Tang Funds
                                              (Chairman) (registered investment company) (7
                                              portfolios), Daily Income Fund (4 portfolios),
                                              California Daily Tax Free Income Fund, Inc.,
                                              Connecticut Daily Tax Free Income Fund, Inc. and New
                                              Jersey Daily Municipal Income Fund, Inc., Annuity and
                                              Life Re (Holdings), Ltd. (insurance company), CompuDyne
                                              Corporation (provider of products and services to the
                                              public security market), and Homeowners of America
                                              Holding Corporation (property casualty company)

                                              Formerly: Director, President and Chief Executive
                                              Officer, Volvo Group North America, Inc.; Senior Vice
                                              President, AB Volvo; Director of various affiliated
                                              Volvo companies; and Director, Magellan Insurance
                                              Company

Jack M. Fields - 1952                 2001    Chief Executive Officer, Twenty First Century Group,      Administaff
Trustee                                       Inc. (government affairs company); Owner and Chief
                                              Executive Officer, Dos Angelos Ranch, L.P. (cattle,
                                              hunting, corporate entertainment); and Discovery Global
                                              Education Fund (non-profit)

                                              Formerly: Chief Executive Officer, Texana Timber LP
                                              (sustainable forestry company)

Carl Frischling - 1937                2001    Partner, law firm of Kramer Levin Naftalis and Frankel    Reich & Tang Funds
Trustee                                       LLP                                                       (registered investment
                                                                                                        company) (7 portfolios)

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

Raymond Stickel, Jr. - 1944           2005    Retired                                                   Director, Mainstay VP
Trustee                                                                                                 Series Funds, Inc.
                                              Formerly: Partner, Deloitte & Touche                      (25 portfolios)

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                                    TRUSTEE
                                     AND/OR                                                               OTHER TRUSTEESHIP(S)
     NAME, YEAR OF BIRTH AND        OFFICER                                                              /DIRECTORSHIP(S) HELD
  POSITION(S) HELD WITH THE TRUST    SINCE          PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS           BY TRUSTEE/DIRECTOR
---------------------------------   -------   -------------------------------------------------------   -----------------------
OTHER OFFICERS

Russell C. Burk - 1958                2005    Senior Vice President and Senior Officer, The AIM         N/A
Senior Vice President and Senior              Family of Funds --Registered Trademark--
Officer

                                              Formerly: Director of Compliance and Assistant General
                                              Counsel, ICON Advisers, Inc.; Financial Consultant,
                                              Merrill Lynch; General Counsel and Director of
                                              Compliance, ALPS Mutual Funds, Inc.

John M. Zerr - 1962                   2006    Director, Senior Vice President, Secretary and General    N/A
Senior Vice President,                        Counsel, A I M Management Group Inc., A I M Advisors,
Chief Legal Officer and Secretary             Inc.; and A I M Capital Management, Inc.; Director,
                                              Vice President and Secretary, INVESCO Distributors,
                                              Inc.; Vice President and Secretary, AIM Investment
                                              Services, Inc. and Fund Management Company; Senior Vice
                                              President and Secretary, A I M Distributors, Inc.;
                                              Director and Vice President, INVESCO Funds Group, Inc.;
                                              Senior Vice President, Chief Legal Officer and
                                              Secretary, The AIM Family of Funds --Registered
                                              Trademark--; and Manager, Powershares Capital
                                              Management LLC

                                              Formerly: Vice President, A I M Capital Management,
                                              Inc.; Chief Operating Officer, Senior Vice President,
                                              General Counsel and Secretary, Liberty Ridge Capital,
                                              Inc. (an investment adviser); Vice President and
                                              Secretary, PBHG Funds (an investment company); Vice
                                              President and Secretary, PBHG Insurance Series Fund (an
                                              investment company); General Counsel and Secretary,
                                              Pilgrim Baxter Value Investors (an investment adviser);
                                              Chief Operating Officer, General Counsel and Secretary,
                                              Old Mutual Investment Partners (a broker-dealer);
                                              General Counsel and Secretary, Old Mutual Fund Services
                                              (an administrator); General Counsel and Secretary, Old
                                              Mutual Shareholder Services (a shareholder servicing
                                              center); Executive Vice President, General Counsel and
                                              Secretary, Old Mutual Capital, Inc. (an investment
                                              adviser); and Vice President and Secretary, Old Mutual
                                              Advisors Funds (an investment company)

Lisa O. Brinkley - 1959               2004    Global Compliance Director, AMVESCAP PLC; and Vice        N/A
Vice President                                President, The AIM Family of Funds --Registered
                                              Trademark--

                                              Formerly: Senior Vice President, A I M Management Group
                                              Inc.; Senior Vice President and Chief Compliance
                                              Officer, A I M Advisors, Inc.; Vice President and Chief
                                              Compliance Officer, A I M Capital Management, Inc. and
                                              A I M Distributors, Inc.; Vice President, AIM
                                              Investment Services, Inc. and Fund Management Company;
                                              Senior Vice President and Chief Compliance Officer, The
                                              AIM Family of Funds --Registered Trademark--; and
                                              Senior Vice President and Compliance Director, Delaware
                                              Investments Family of Funds

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                                    TRUSTEE
                                     AND/OR                                                               OTHER TRUSTEESHIP(S)
     NAME, YEAR OF BIRTH AND        OFFICER                                                              /DIRECTORSHIP(S) HELD
  POSITION(S) HELD WITH THE TRUST    SINCE          PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS           BY TRUSTEE/DIRECTOR
---------------------------------   -------   -------------------------------------------------------   -----------------------
Kevin M. Carome - 1956                2003    Senior Vice President and General Counsel, AMVESCAP       N/A
Vice President                                PLC; Director, INVESCO Funds Group, Inc. and Vice
                                              President, The AIM Family of Funds --Registered
                                              Trademark--

                                              Formerly: Director, Senior Vice President, Secretary
                                              and General Counsel, A I M Management Group Inc. and A
                                              I M Advisors, Inc.; Senior Vice President, A I M
                                              Distributors, Inc.; Director, Vice President and
                                              General Counsel, Fund Management Company; Vice
                                              President, A I M Capital Management, Inc. and AIM
                                              Investment Services, Inc.; and Senior Vice President,
                                              Chief Legal Officer and Secretary, The AIM Family of
                                              Funds --Registered Trademark--; Director and Vice
                                              President, INVESCO Distributors, Inc.; Chief Executive
                                              Officer and President, INVESCO Funds Group; Senior Vice
                                              President and General Counsel, Liberty Financial
                                              Companies, Inc.; and Senior Vice President and General
                                              Counsel, Liberty Funds Group, LLC

Sidney M. Dilgren - 1961              2004    Vice President, A I M Advisors, Inc. and A I M Capital    N/A
Vice President, Treasurer and                 Management, Inc.; and Vice President, Treasurer and
Principal Financial Officer                   Principal Financial Officer, The AIM Family of Funds
                                              --Registered Trademark--

                                              Formerly: Fund Treasurer, A I M Advisors, Inc.; Senior
                                              Vice President, AIM Investment Services, Inc. and Vice
                                              President, A I M Distributors, Inc.

Karen Dunn Kelley - 1960              2004    Director of Cash Management and Senior Vice President,    N/A
Vice President                                A I M Advisors, Inc. and A I M Capital Management,
                                              Inc.; Director and President, Fund Management Company;
                                              Director of Cash Management and Senior Vice President,
                                              A I M Advisors, Inc.; Vice President, The AIM Family of
                                              Funds --Registered Trademark-- (other than AIM
                                              Treasurer's Series Trust, Short-Term Investments Trust
                                              and Tax-Free Investments Trust); and President and
                                              Principal Executive Officer, The AIM Family of Funds
                                              --Registered Trademark-- (AIM Treasurer's Series Trust,
                                              Short-Term Investments Trust and Tax-Free Investments
                                              Trust only)

                                              Formerly: Chief Cash Management Officer and Managing
                                              Director, A I M Capital Management, Inc.; Vice
                                              President, A I M Advisors, Inc. and The AIM Family of
                                              Funds --Registered Trademark-- (AIM Treasurer's Series
                                              Trust, Short-Term Investments Trust and Tax-Free
                                              Investments Trust only)

Patrick J. P. Farmer - 1962           2007    Head of North American Retail Investments, Director,      N/A
Vice President                                Chief Investment Officer and Executive Vice President,
                                              AIM Funds Management Inc. d/b/a AIM Trimark
                                              Investments; Senior Vice President and Head of Equity
                                              Investments, A I M Advisors, Inc. and A I M Capital
                                              Management, Inc.; and Vice President, The AIM Family of
                                              Funds --Registered Trademark--

                                              Formerly: Director, Trimark Trust

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                                    TRUSTEE
                                     AND/OR                                                               OTHER TRUSTEESHIP(S)
     NAME, YEAR OF BIRTH AND        OFFICER                                                              /DIRECTORSHIP(S) HELD
  POSITION(S) HELD WITH THE TRUST    SINCE          PRINCIPAL OCCUPATION(S) DURING PAST 5 YEARS           BY TRUSTEE/DIRECTOR
---------------------------------   -------   -------------------------------------------------------   -----------------------
Stephen M. Johnson - 1961             2007    Chief Investment Officer of INVESCO Fixed Income and      N/A
Vice President                                Vice President, INVESCO Institutional (N.A.), Inc.;
                                              Senior Vice President and Fixed Income Chief Investment
                                              Officer, A I M Advisors, Inc. and A I M Capital
                                              Management, Inc.; and Vice President, The AIM Family of
                                              Funds --Registered Trademark--

Lance A. Rejsek - 1967                2005    Anti-Money Laundering Compliance Officer, A I M           N/A
Anti-Money Laundering Compliance              Advisors, Inc., A I M Capital Management, Inc., A I M
Officer                                       Distributors, Inc., AIM Investment Services, Inc., AIM
                                              Private Asset Management, Inc., Fund Management Company
                                              and The AIM Family of Funds --Registered Trademark--

                                              Formerly: Manager of the Fraud Prevention Department,
                                              AIM Investment Services, Inc.

Todd L. Spillane - 1958               2006    Senior Vice President, A I M Management Group Inc.;       N/A
Chief Compliance Officer                      Senior Vice President and Chief Compliance Officer,
                                              A I M Advisors, Inc. and A I M Capital Management,
                                              Inc.; Chief Compliance Officer, The AIM Family of Funds
                                              --Registered Trademark--; 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: Vice President, A I M Capital Management,
                                              Inc.; Global Head of Product Development, AIG-Global
                                              Investment Group, Inc.; Chief Compliance Officer and
                                              Deputy General Counsel, AIG-SunAmerica Asset
                                              Management, and Chief Compliance Officer, Chief
                                              Operating Officer and Deputy General Counsel, American
                                              General Investment Management

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TRUSTEE OWNERSHIP OF FUND SHARES AS OF DECEMBER 31, 2006

                                                                              AGGREGATE DOLLAR RANGE OF EQUITY
                                                                                SECURITIES IN ALL REGISTERED
                                                                              INVESTMENT COMPANIES OVERSEEN BY
                                 DOLLAR RANGE OF EQUITY SECURITIES              TRUSTEE IN THE AIM FAMILY OF
NAME OF TRUSTEE                               PER FUND                         FUNDS --Registered Trademark--
---------------         ---------------------------------------------------   --------------------------------
Martin L. Flanagan(4)                           N/A                                          N/A

Robert H. Graham        AIM Basic Value                       Over $100,000           Over $100,000
                        AIM Moderate Growth Allocation        Over $100,000
                        AIM Mid Cap Core Equity               Over $100,000

Philip A. Taylor(5)                             -0-                                        -0-

Bob R. Baker            AIM Basic Value                       Over $100,000           Over $100,000
                        AIM Growth Allocation                 Over $100,000
Frank S. Bayley                                 -0-                                   Over $100,000

James T. Bunch                                  -0-                                   Over $100,000(6)

Bruce L. Crockett                               -0-                                   Over $100,000(6)

Albert R. Dowden        AIM Basic Value                   $10,001 - $50,000           Over $100,000
                        AIM Mid Cap Core Equity          $50,001 - $100,000

Jack M. Fields                                  -0-                                   Over $100,000(6)

Carl Frischling         AIM Conservative Allocation       $10,001 - $50,000           Over $100,000(6)
                        AIM Global Equity                     Over $100,000
                        AIM Growth Allocation             $10,001 - $50,000
                        AIM Mid Cap Core Equity               Over $100,000
                        AIM Moderate Allocation           $10,001 - $50,000

Prema Mathai-Davis                              -0-                                   Over $100,000(6)

Lewis F. Pennock        AIM Basic Value                        $1 - $10,000           Over $100,000
                        AIM Global Equity                      $1 - $10,000
                        AIM Mid Cap Core Equity                $1 - $10,000

Ruth H. Quigley                                 -0-                                   Over $100,000

Larry Soll              AIM Small Cap Growth             $50,001 - $100,000           Over $100,000(6)

Raymond Stickel, Jr.    AIM International Allocation      $10,001 - $50,000           Over $100,000


(4) Mr. Flanagan was elected as a trustee effective February 24, 2007, and therefore holdings as of december 21, 2006 are not reflected.

(5) Mr. Taylor was elected as a trustee of the Trust effective September 20, 2006.

(6) Includes the total amount of compensation deferred by the trustee at his or her election pursuant to a deferred copensation plan. suck deferred compensation is placed in a deferral account and deemed to be involved in one of the AIM funds.

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APPENDIX D

TRUSTEE COMPENSATION TABLE

Set forth below is information regarding compensation paid or accrued for each trustee of the Trust who was not affiliated with AIM during the year ended December 31, 2006:

                                              RETIREMENT
                                               BENEFITS    ESTIMATED ANNUAL       TOTAL
                              AGGREGATE         ACCRUED      BENEFITS UPON     COMPENSATION
                          COMPENSATION FROM   BY ALL AIM    RETIREMENT FROM   FROM ALL AIM
TRUSTEE                      THE TRUST(1)      FUNDS (2)   ALL AIM FUNDS(3)      FUNDS(4)
-------                   -----------------   ----------   ----------------   -------------
Bob R. Baker                   $23,246         $230,089        $177,882         $225,000
Frank S. Bayley                 24,892          160,600         126,750          241,000
James T. Bunch                  21,020          149,379         126,750          203,500
Bruce L. Crockett               41,464           83,163         126,750          402,000
Albert R. Dowden                24,997          105,204         126,750          242,000
Edward K. Dunn, Jr. (5)          6,209          146,326         126,750           59,750
Jack M. Fields                  21,704          104,145         126,750          210,000
Carl Frischling(6)              21,704           91,932         126,750          210,000
Prema Mathai-Davis              22,477          102,401         126,750          217,500
Lewis F. Pennock                21,704           85,580         126,750          210,000
Ruth H. Quigley                 24,997          187,330         126,750          242,000
Larry Soll                      21,704          193,510         146,697          210,000
Raymond Stickel, Jr.            23,821           77,561         126,750          230,750

(1) Amounts shown are based on the fiscal year ended December 31, 2006. The total amount of compensation deferred by all trustees of the Trust during the fiscal year ended December 31, 2006, including earnings, was $56,666.

(2) During the fiscal year ended December 31, 2006, the total amount of expenses allocated to the Trust in respect of such retirement benefits was $191,037.

(3) These amounts represent the estimated annual benefits payable by the AIM Funds upon the trustee's retirement and assumes each trustee serves until his or her normal retirement date.

(4) All trustees currently serve as trustees of 17 registered investment companies advised by AIM.

(5) Mr. Dunn retired effective as of March 31, 2006

(6) During the fiscal year ended December 31, 2006, the Trust paid $84,795 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.

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APPENDIX E

PROXY POLICIES AND PROCEDURES

AIM INVESTMENTS PROXY VOTING GUIDELINES
(Effective as of February 22, 2007)

The following Proxy Voting Guidelines are applicable to all funds managed by A I M Advisors, Inc. ("AIM").(1)

INTRODUCTION

OUR BELIEF

AIM's Trustees and investment professionals expect a high standard of corporate governance from the companies in our portfolios so that AIM may fulfill its fiduciary obligation to our fund shareholders. Well governed companies are characterized by a primary focus on the interests of shareholders, accountable boards of directors, ample transparency in financial disclosure, performance-driven cultures and appropriate consideration of all stakeholders. AIM believes well governed companies create greater shareholder wealth over the long term than poorly governed companies, so we endeavor to vote in a manner that increases the value of our investments and fosters good governance within our portfolio companies.

In determining how to vote proxy issues, AIM considers the probable business consequences of each issue and votes in a manner designed to protect and enhance fund shareholders' interests. Our voting decisions are intended to enhance each company's total shareholder value over the funds' typical investment horizon.

Proxy voting is an integral part of AIM's investment process. We believe that the right to vote proxies should be managed with the same care as all other elements of the investment process. The objective of AIM's proxy-voting activity is to promote good governance and advance the economic interests of our clients. At no time will AIM exercise its voting power to advance its own commercial interests, to pursue a social or political cause that is unrelated to our clients' economic interests, or to favor a particular client or business relationship to the detriment of others.

PROXY ADMINISTRATION

The AIM Proxy Committee consists of seven members representing AIM's Legal, Compliance and Investments departments. AIM's Proxy Voting Guidelines are revised annually by the Proxy Committee, and are approved by the AIM Funds Boards of Trustees. The Proxy Committee implements the Guidelines and oversees proxy voting.

The Proxy Committee has retained outside experts to assist with the analysis and voting of proxy issues. In addition to the advice offered by these experts, AIM uses information gathered from our own research, company managements, AIM's portfolio managers and outside shareholder groups to reach our voting decisions.

Generally speaking, AIM's investment-research process leads us to invest in companies led by management teams we believe have the ability to conceive and execute strategies to outperform their competitors. We select companies for investment based in large part on our assessment of their

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management teams' ability to create shareholder wealth. Therefore, in formulating our proxy-voting decisions, AIM gives proper consideration to the recommendations of a company's Board of Directors.

IMPORTANT PRINCIPLES UNDERLYING THE AIM PROXY VOTING GUIDELINES

I. ACCOUNTABILITY

Management teams of companies are accountable to their boards of directors, and directors of publicly held companies are accountable to their shareholders. AIM endeavors to vote the proxies of its portfolio companies in a manner that will reinforce the notion of a board's accountability to its shareholders. Consequently, AIM votes against any actions that would impair the rights of shareholders or would reduce shareholders' influence over the board or over management.

The following are specific voting issues that illustrate how AIM applies this principle of accountability.

- Elections of directors. In uncontested director elections for companies that do not have a controlling shareholder, AIM votes in favor of slates if they are comprised of at least a majority of independent directors and if the boards' key committees are fully independent. Key committees include the Audit, Compensation and Governance or Nominating Committees. AIM's standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve.

Contested director elections are evaluated on a case-by-case basis and are decided within the context of AIM's investment thesis on a company.

- Director performance. AIM withholds votes from directors who exhibit a lack of accountability to shareholders, either through their level of attendance at meetings or by enacting egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan ("poison pills") without shareholder approval, or other areas of poor performance, AIM may withhold votes from some or all of a company's directors. In situations where directors' performance is a concern, AIM may also support shareholder proposals to take corrective actions such as so-called "clawback" provisions.

- Auditors and Audit Committee members. AIM believes a company's Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a company's internal controls. Independence, experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a company's Audit Committee, or when ratifying a company's auditors, AIM considers the past performance of the Committee and holds its members accountable for the quality of the company's financial statements and reports.

- Majority standard in director elections. The right to elect directors is the single most important mechanism shareholders have to promote accountability. AIM supports the nascent effort to reform the U.S. convention of electing directors, and votes in favor of proposals to elect directors by a majority vote.

- Classified boards. AIM supports proposals to elect directors annually instead of electing them to staggered multi-year terms because annual elections increase a board's level of accountability to its shareholders.

- Supermajority voting requirements. Unless proscribed by law in the state of incorporation, AIM votes against actions that would impose any supermajority voting requirement, and supports actions to dismantle existing supermajority requirements.

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- Responsiveness. AIM withholds votes from directors who do not adequately respond to shareholder proposals that were approved by a majority of votes cast the prior year.

- Cumulative voting. The practice of cumulative voting can enable minority shareholders to have representation on a company's board. AIM supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders.

- Shareholder access. On business matters with potential financial consequences, AIM votes in favor of proposals that would increase shareholders' opportunities to express their views to boards of directors, proposals that would lower barriers to shareholder action and proposals to promote the adoption of generally accepted best practices in corporate governance.

II. INCENTIVES

AIM believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce managements and employees of our portfolio companies to create greater shareholder wealth. AIM supports equity compensation plans that promote the proper alignment of incentives, and votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of the fund's investment.

Following are specific voting issues that illustrate how AIM evaluates incentive plans.

- Executive compensation. AIM evaluates compensation plans for executives within the context of the company's performance under the executives' tenure. AIM believes independent compensation committees are best positioned to craft executive-compensation plans that are suitable for their company-specific circumstances. We view the election of those independent compensation committee members as the appropriate mechanism for shareholders to express their approval or disapproval of a company's compensation practices. Therefore, AIM generally does not support shareholder proposals to limit or eliminate certain forms of executive compensation. In the interest of reinforcing the notion of a compensation committee's accountability to shareholders, AIM supports proposals requesting that companies subject each year's compensation record to an advisory shareholder vote, or so-called "say on pay" proposals..

- Equity-based compensation plans. When voting to approve or reject equity-based compensation plans, AIM compares the total estimated cost of the plans, including stock options and restricted stock, against a carefully selected peer group and uses multiple performance metrics that help us determine whether the incentive structures in place are creating genuine shareholder wealth. Regardless of a plan's estimated cost relative to its peer group, AIM votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stock's current market price, or the ability to automatically replenish shares without shareholder approval.

- Employee stock-purchase plans. AIM supports employee stock-purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock is at most a 15 percent discount from the market price.

- Severance agreements. AIM generally votes in favor of proposals requiring advisory shareholder ratification of executives' severance agreements. However, we oppose proposals requiring such agreements to be ratified by shareholders in advance of their adoption.

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III. CAPITALIZATION

Examples of management proposals related to a company's capital structure include authorizing or issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or reverse stock split. On requests for additional capital stock, AIM analyzes the company's stated reasons for the request. Except where the request could adversely affect the fund's ownership stake or voting rights, AIM generally supports a board's decisions on its needs for additional capital stock. Some capitalization proposals require a case-by-case analysis within the context of AIM's investment thesis on a company. Examples of such proposals include authorizing common or preferred stock with special voting rights, or issuing additional stock in connection with an acquisition.

IV. MERGERS, ACQUISITIONS AND OTHER CORPORATE ACTIONS

Issuers occasionally require shareholder approval to engage in certain corporate actions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations. AIM analyzes these proposals within the context of our investment thesis on the company, and determines its vote on a case-by-case basis.

V. ANTI-TAKEOVER MEASURES

Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they create conflicts of interests among directors, management and shareholders. Except under special issuer-specific circumstances, AIM votes to reduce or eliminate such measures. These measures include adopting or renewing "poison pills", requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. AIM generally votes against management proposals to impose these types of measures, and generally votes for shareholder proposals designed to reduce such measures. AIM supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote.

VI. SHAREHOLDER PROPOSALS ON CORPORATE GOVERNANCE

AIM generally votes for shareholder proposals that are designed to protect shareholder rights if a company's corporate-governance standards indicate that such additional protections are warranted.

VII. SHAREHOLDER PROPOSALS ON SOCIAL RESPONSIBILITY

The potential costs and economic benefits of shareholder proposals seeking to amend a company's practices for social reasons are difficult to assess. Analyzing the costs and economic benefits of these proposals is highly subjective and does not fit readily within our framework of voting to create greater shareholder wealth over AIM's typical investment horizon. Therefore, AIM abstains from voting on shareholder proposals deemed to be of a purely social, political or moral nature.

VIII. ROUTINE BUSINESS MATTERS

Routine business matters rarely have a potentially material effect on the economic prospects of fund holdings, so we generally support the board's discretion on these items. However, AIM votes against proposals where there is insufficient information to make a decision about the nature of the proposal. Similarly, AIM votes against proposals to conduct other unidentified business at shareholder meetings.

SUMMARY

These Guidelines provide an important framework for making proxy-voting decisions, and should give fund shareholders insight into the factors driving AIM's decisions. The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues must be made within the context of these Guidelines and within the context of the investment thesis of the funds that own the company's stock. Where a different investment thesis is held by portfolio managers who may hold stocks in common, AIM may vote the shares held on a fund-by-fund basis.

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EXCEPTIONS

In certain circumstances, AIM may refrain from voting where the economic cost of voting a company's proxy exceeds any anticipated benefits of that proxy proposal.

SHARE-LENDING PROGRAMS

One reason that some portion of AIM's position in a particular security might not be voted is the securities lending program. When securities are out on loan and earning fees for the lending fund, they are transferred into the borrower's name. Any proxies during the period of the loan are voted by the borrower. The lending fund would have to terminate the loan to vote the company's proxy, an action that is not generally in the best economic interest of fund shareholders. However, whenever AIM determines that the benefit to shareholders of voting a particular proxy outweighs the revenue lost by terminating the loan, we recall the securities for the purpose of voting the fund's full position.

"SHARE-BLOCKING"

Another example of a situation where AIM may be unable to vote is in countries where the exercise of voting rights requires the fund to submit to short-term trading restrictions, a practice known as "share-blocking." AIM generally refrains from voting proxies in share-blocking countries unless the portfolio manager determines that the benefit to fund shareholders of voting a specific proxy outweighs the fund's temporary inability to sell the security.

INTERNATIONAL CONSTRAINTS

An additional concern that sometimes precludes our voting non-U.S. proxies is our inability to receive proxy materials with enough time and enough information to make a voting decision. In the great majority of instances, however, we are able to vote non-U.S. proxies successfully. It is important to note that AIM makes voting decisions for non-U.S. issuers using these Proxy Voting Guidelines as our framework, but also takes into account the corporate-governance standards, regulatory environment and generally accepted best practices of the local market.

EXCEPTIONS TO THESE GUIDELINES

AIM retains the flexibility to accommodate company-specific situations where strictly adhering to the Guidelines would lead to a vote that the AIM Proxy Committee deems not to be in the best interest of the funds' shareholders. In these situations, the Proxy Committee will vote the proxy in the manner deemed to be in the best interest of the funds' shareholders, and will promptly inform the funds' Boards of Trustees of such vote and the circumstances surrounding it.

RESOLVING POTENTIAL CONFLICTS OF INTEREST

A potential conflict of interest arises when AIM votes a proxy for an issuer with which it also maintains a material business relationship. Examples could include issuers that are distributors of AIM's products, or issuers that employ AIM to manage portions of their retirement plans or treasury accounts. AIM reviews each proxy proposal to assess the extent, if any, to which there may be a material conflict between the interests of the fund shareholders and AIM.

AIM takes reasonable measures to determine whether a potential conflict may exist. A potential conflict is deemed to exist only if one or more of the Proxy Committee members actually knew or should have known of the potential conflict.

If a material potential conflict is deemed to exist, AIM may resolve the potential conflict in one of the following ways: (1) if the proposal that gives rise to the potential conflict is specifically addressed by AIM's Proxy Voting Guidelines, AIM may vote the proxy in accordance with the predetermined Guidelines; (2) AIM may engage an independent third party to determine how the proxy should be voted; or (3) AIM may establish an ethical wall or other informational barrier between the persons involved in the potential

E-5

conflict and the persons making the proxy-voting decision in order to insulate the potential conflict from the decision makers.

Because the Guidelines are pre-determined and crafted to be in the best economic interest of shareholders, applying the Guidelines to vote client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard against potential conflicts, persons from AIM's marketing, distribution and other customer-facing functions are precluded from becoming members of the AIM Proxy Committee.

On a quarterly basis, the AIM Funds Boards of Trustees review a report from AIM's Internal Compliance Controls Committee. The report contains a list of all known material business relationships that AIM maintains with publicly traded issuers. That list is cross-referenced with the list of proxies voted over the period. If there are any instances where AIM's voting pattern on the proxies of its material business partners is inconsistent with its voting pattern on all other issuers, they are brought before the Trustees and explained by the Chairman of the AIM Proxy Committee.

Personal conflicts of interest. If any member of the AIM Proxy Committee has a personal conflict of interest with respect to a company or an issue presented for voting, that Committee member will inform the Committee of such conflict and will abstain from voting on that company or issue.

Funds of funds. Some AIM funds offering diversified asset allocation within one investment vehicle own shares in other AIM funds. A potential conflict of interest could arise if an underlying AIM fund has a shareholder meeting with any proxy issues to be voted on, because AIM's asset-allocation funds or target-maturity funds may be large shareholders of the underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and target maturity funds vote their shares in the same proportion as the votes of the external shareholders of the underlying fund.

POLICIES AND VOTE DISCLOSURE

A copy of these Proxy Voting Guidelines and the voting record of each AIM fund are available on our web site, www.aiminvestments.com. In accordance with Securities and Exchange Commission regulations, all funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That filing is made on or before August 31st of each year.

E-6

FOOTNOTES

1. AIM funds not managed by A I M Advisors, Inc., are governed by the proxy voting policies of their respective advisers.

To see the Proxy Voting Guidelines applicable to the AIM TRIMARK ENDEAVOR FUND, the AIM TRIMARK FUND or the AIM TRIMARK SMALL COMPANIES FUND, click here (hyperlink to AIM Funds Management Inc.'s proxy policy).

To see the Proxy Voting Guidelines applicable to the AIM INTERNATIONAL TOTAL RETURN FUND, click here (hyperlink to INVESCO Asset Management Limited's proxy policy).

To see the Proxy Voting Guidelines applicable to the AIM JAPAN FUND, click here (hyperlink to INVESCO Asset Management (Japan) Limited's proxy policy).

To see the Proxy Voting Guidelines applicable to the AIM CHINA FUND, click here (hyperlink to INVESCO Hong Kong Limited's proxy policy).

To see the Proxy Voting Guidelines applicable to the AIM LIBOR ALPHA FUND, the AIM FLOATING RATE FUND, the AIM GLOBAL REAL ESTATE FUND, the AIM INTERNATIONAL CORE EQUITY FUND, the AIM REAL ESTATE FUND, the AIM S&P 500 INDEX FUND, the AIM SELECT REAL ESTATE FUND, the AIM STRUCTURED CORE FUND, the AIM STRUCTURED GROWTH FUND, the AIM STRUCTURED VALUE FUND, the AIM V. I. GLOBAL REAL ESTATE FUND, or the AIM V.I. INTERNATIONAL CORE EQUITY FUND, click here (hyperlink to INVESCO Institutional (N.A.), Inc.'s proxy policy).

E-7

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 April 3, 2007.

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
-------------------                         ----------   ----------   ----------   ----------   -------------
AMVESCAP National Trust Company                 --            --           --          --           7.53%
FBO AMVESCAP 401(k) Plan
PO Box 105779
Atlanta, GA 30348-5779

Citigroup Global Markets House Account          --          5.12%        6.14%         --             --
Attn: Cindy Tempesta
333 West 34th St.,
7th Floor
New York, NY 10001-2402

FIIOC Agent                                     --            --           --          --          21.75%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987

First Command Bank Trust                        --            --           --          --          46.16%
Attn: Trust Department
P.O. Box 901075
Fort Worth, TX 76101-2075

GPC Securities Inc. as agent for                --            --           --          --          10.16%
Merrill Lynch B&T Co. FSB
Ttee FBO AGL Resources, Inc.
Retirement Savings PR
P. O. Box 105779
Atlanta, GA 30348-5779

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            5.27%        7.14%       15.57%          --            --
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246-6484

Pershing LLC                                   6.87%       14.74%        8.91%          --            --
1 Pershing Plz
Jersey City, NJ 07399-0001

Relistar Insurance Co of New York                --           --           --        32.35%           --
151 Farmington Ave, #TN41
Hartford, CT 06156-0001

Symetra Investment Services Inc.                 --           --           --         6.69%           --
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
-------------------                         ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.(1)                          --          --           --            --         100.00%
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

AIM Omnibus Acct for 529 Plan                 24.81%         --           --            --             --
College Now Portfolio
Attn: Chuck Kirby
11 E. Greenway Plz, 7th Fl
Houston, TX 77046-1100

ANTCSCAP Natl Trustco TTEE                       --          --           --         21.10%            --
FBO Frost Natl Bank
FBO Super S Foods
Employees PS PL & Trust
PO Box 105779
Atlanta, GA 30348-5779

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
-------------------                         ----------   ----------   ----------   ----------   -------------
Merrill Lynch Pierce Fenner & Smith              --         7.15%        5.39%          --            --
FBO the Sole Benefit of  Customers
4800 Deer Lake Dr. East
Jacksonville, FL 32246-6484
Attn: Fund Administration

MG Trust Co. Cust                                --           --           --         5.38%           --
See All Industries Inc.
401K PS
700 17th St., Ste 300
Denver, CO  80202-3531

Oppenheimer & Co Inc Cust FBO                    --           --           --         9.16%           --
Charles N Kostelnik IRA R/O
8274 Mills St
Taylor, MI  48180-2015

Oppenheimer & Co. Inc.                           --           --           --        11.14%           --
FBO Oliver J. Laszlo IRA
18370 Outer Dr
Dearborn, MI  48128-1353

Pershing LLC                                   8.13%       12.00%        8.71%          --            --
1 Pershing Plz
Jersey City, NJ  07399-0001

(1) Owned of record and beneficially

AIM GLOBAL 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
-------------------                         ----------   ----------   ----------   ----------   -------------
Charles Schwab & Co Inc                        7.82%          --           --          --             --
Reinvestment Account
101 Montgomery St
San Francisco, CA 94104-4122

Citigroup Global Market                          --         7.46%        8.66%         --             --
House Account
Attn: Cindy Tempesta
333 West 34th St.,
7th Floor
New York, NY 10001-2402

F-3

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
First Command Bank Trust                        --           --            --           --          83.50%
FBO First Command SIP
ATTN: Trust Department
PO Box 901075
Fort Worth, TX 76101-2075

GPC Securities Inc. as agent                    --           --            --           --          15.24%
for Merrill Lynch Bk &
TR Co. FBO Ttee
FBO XL America Inc.
Retirement Plan
P. O. Box 105117
Atlanta, GA 30348-5117

John Nagel                                      --           --            --         9.62%            --
John R. Nagel
4261 Magnolia Rd
Orange Park, FL 32605-6951

Merrill Lynch Pierce Fenner & Smith             --           --         13.51%          --             --
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246

MG Trustco Cust FBO                             --           --            --        24.75%            --
TIMM Medical Technologies Inc. 401K
700 17th St. Ste. 300
Denver, CO 80202-3531

MG Trustco FBO                                  --           --            --        18.83%            --
Marshall & Sons 401K Pl
700 17th St., Ste. 300
Denver, CO 80202-3531

Michael M. Axler & Assoc                        --           --            --        15.43%            --
Michael M. Axler
P. O. Box 665
Brigantine, NJ 08203-0665

Morgan Stanley DW                               --           --          5.85%          --             --
ATTN: Mutual Fund Operations
3 Harborside PI FL 6
Jersey City, NJ 07311-3907

F-4

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
Wayne J. Kropp Sr.                              --           --           --          5.89%           --
Wayne J. Kropp Sr.
105 Edgemere Logs
Fairfield Bay, AR 72088-3704

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)                          --          --           --            --          68.69%
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

AIM Omnibus Acct. for 529 Plan                17.28%         --           --            --             --
Growth Allocation 529 Portfolio
Attn: Chuck Kirby
11 E. Greenway Plz, 7th Floor
Houston, TX 77046-1100

AIM Omnibus Acct. for 529 Plan                15.32%         --           --            --             --
13+ Years to College Portfolio
Attn: Chuck Kirby
11 E. Greenway Plz, 7th Floor
Houston, TX 77046-1100

ANTCSCAP Natl Trustco TTEE FBO                   --          --           --         11.19%            --
Frost Natl Bank FBO Super S
Foods Employees PS PL & Trust
PO Box 105779
Atlanta, GA 30348-5779

Marshall & Ilsley Trustco NA FBO                 --          --           --            --          31.31%
WCPHD 401K Girard
11270 W. Park Pl, Ste 400
Milwaukee, WI 53224-3638

F-5

                                             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             --           --          9.61%          --            --
FBO The Sole Benefit of Customers
ATTN: Fund Administration
4800 Deer Lake Dr East 2nd Floor
Jacksonville, FL  32246-6484

MG Trust Co Cust                                --           --            --         5.76%           --
Brothers Co Inc 401k PS
700 17th St,, Ste 300
Denver, CO  80202-3531

Pershing LLC                                    --          8.07%       11.44%          --            --
1 Pershing Plz
Jersey City, NJ 07399-0001

(1) Owned of record and beneficially

AIM INCOME 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)                          --          --           --         23.42%        100.00%
ATTN:  Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

Charles Schwab & Co. Inc.                     18.15%         --           --            --             --
Reinvestment Account
101 Montgomery St.
San Francisco, CA 94104-4151

Designed Environments Inc.                       --          --           --         11.90%            --
Barbara Ellingboe
3524 105th St. NE
Kandiyohi, MN 56251-9756

JDN Profit Sharing Trust PSP                     --          --           --          6.32%            --
FBO John D. Nardone
21 Kingwood Dr.
Little Falls, NJ 07424-2411

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
-------------------                         ----------   ----------   ----------   ----------   -------------
Lancaster Properties USA Inc.                    --           --           --        19.54%           --
Fred C. Lancaster
327 Checkmate
Livingston, TX 77351-8051

Lancaster Properties USA Inc.                    --           --           --        19.12%           --
Linda R. Lancaster
327 Checkmate
Livingston, TX 77351-8051

Merrill Lynch Pierce Fenner &
Smith
FBO The Sole Benefit of
Customers                                        --         6.28%        8.61%          --            --
Attn: Fund Administration
4800 Deer Lake Dr. East 2nd Fl.
Jacksonville, FL 32246-6484

NFS LLC FBO                                      --           --           --        10.01%           --
NFS/FMTC IRA
FBO Rosanna Coppiello
78 Chapel Hill Rd.
North Haven, CT 06473-2811

Pershing LLC                                  19.41%       14.50%       33.24%          --            --
1 Pershing Plz
Jersey City, NJ  07399-0001

(1) Owned of record and beneficially

AIM INDEPENDENCE NOW 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.                          21.36%       65.18%       100.00%      100.00%        50.65%
ATTN:  Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

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
-------------------                         ----------   ----------   ----------   ----------   -------------
NFS LLC FBO                                   47.17%          --            --           --            --
Prudential Bank & Trust
FSB IRA R/O
FBO Jonnie Faye Williams
7858 E. Independence Street
Tulsa, OK 74115-6918

Pershing LLC                                  25.83%          --            --           --         49.35%
1 Pershing Plz
Jersey City, New Jersey
07399-0001

Raymond James & Assoc Inc.                       --        34.82%           --           --            --
FBO Feldman IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

AIM INDEPENDENCE 2010 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.                          27.87%       51.80%       19.91%       100.00%       100.00%
ATTN:  Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

ANTC Cust. IRA FBO                            18.57%          --           --            --            --
Mark Henry Ramsey
4864 Evergreen St.
Orange, TX 77630-8923

CBSL Inc.
Eugene H. Rembowski                              --           --        53.43%           --            --
12910 Careywood
Sugarland, TX 77478-2538

CBSL Inc.
Yvette R. Rembowski                              --           --        26.66%           --            --
12910 Careywood
Sugarland, TX 77478-2538

F-8

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
Pershing LLC                                  40.12%          --           --            --         49.35%
1 Pershing Plz
Jersey City, New Jersey
07399-0001

Raymond James & Assoc Inc.                       --        48.20%          --            --            --
FBO Watson IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

AIM INDEPENDENCE 2020 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.                          12.38%       25.50%       69.28%       100.00%       100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

AMVESCAP National Trust Co.                    5.90%          --           --            --            --
A. Ladd In Construction Inc.
Patrick L. Ladd
751 Pringle Rd.
Port Orange, FL 32127-5823

ANTC Cust Rollover IRA FBO                     5.91%          --           --            --            --
Yubari Hasegawa
1815 Leighton Ln NE
Marietta, GA 30062-5341

Charles Schwab & Co. Inc.                     41.38%          --           --            --            --
Special Custody FBO
Customers (RPS)
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4151

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
-------------------                         ----------   ----------   ----------   ----------   -------------
INING Associates Inc. Defined                    --        36.34%          --            --            --
Benefit Pension Pl Dtd.
10/24/2001
Kay Lu and Ining Lu Ttees
47 E. Las Flores Ave.
Arcadia, CA 91006-4633

NFS LLC FBO                                      --           --        30.72%           --            --
NFS/FMTC SEP IRA
155 E 34th St.
New York, New York

Pershing LLC                                     --         9.33%          --            --            --
1 Pershing Plz
Jersey City, New Jersey
07399-0001

Raymond James & Assoc Inc.                     9.75%          --           --            --            --
FBO Kiehl IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

RBC Dain Rauscher Cust                           --        20.69%          --            --            --
Donald Lynn IRA
8 Cottonwood PL
Dayton, KY 41074-1608

AIM INDEPENDENCE 2030 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.                          16.71%       16.23%       62.88%       100.00%       100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

American Enterprise Investment                31.59%          --           --            --            --
Svcs
FBO [Client]
P. O. Box 9446
Minneapolis, MN 55474-0001

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
-------------------                         ----------   ----------   ----------   ----------   -------------
AMVESCAP National Trust Co.                      --        16.44%          --          --             --
Charlotte Chiropractic Clinic
James D. Myers
P. O. Box 436
Charlotte, MI 48813-0436

AMVESCAP National Trust Co.                      --         9.62%          --          --             --
Charlotte Chiropractic Clinic
Sheri A. Hudson Myers
P. O. Box 436
Charlotte, MI 48813-0436

AMVESCAP National Trust Co.                      --           --        28.14%         --             --
Cust IRA R/O
Kalanos V. Johnson
8606 Collins Dr.
Jonesboro, GA 30236-5000

ANTC Cust IRA                                    --         7.88%          --          --             --
FBO Holly A. Anderson
9618 Ravenscroft Ln NW
Concord, NC 28027-3539

ANTC Cust Rollover IRA                        13.85%          --           --          --             --
FBO Tracy E. Hicks
P. O. Box 427
Anna, TX 75409-0427

Edward D. Jones & Co Cust                     12.44%          --           --          --             --
Rosario S. Crane
FBO Rosario S. Crane SEP
2711 Chambray Ln
Tampa, FL 33611-4712

First Clearing LLC                               --           --         7.74%         --             --
Phillip C. Rodgers IRA
FCC as Custodian
10320 Pullum Place Rd.
Rogers, AR 72756-7559

INING Associates Inc. Defined                    --        18.75%          --          --             --
Benefit Pension PL dtd
10/24/2001 Kay Lu and Ining Lu Ttees
47 E. Las Flores Ave.
Arcadia, CA 91006-4633

F-11

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
Raymond James & Assoc. Inc.                      --        15.97%          --            --            --
FBO McCabe IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

AIM INDEPENDENCE 2040 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.                          28.59%       29.22%       76.01%       100.00%       100.00%
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

American Enterprise Investment                   --           --        20.96%           --            --
Svcs
P. O. Box 9446
Minneapolis, MN 55440-9446

ANTC Cust IRA                                  7.15%          --           --            --            --
FBO Danna S. Dziedzic
6519 Cottonwood Park Ln.
Houston, TX 77041-7246

ANTC Cust Rollover IRA                         5.87%          --           --            --            --
Patrick Fraser
3429 Round Hill Rd.
Branchburg, NJ 08876-3375

Custom Mechanical Inc.                        24.75%          --           --            --            --
Damon Clanton
6209 Highland Scenic Rd.
Baxter, MN 56425-8354

INING Associates Inc. Defined                    --        64.08%          --            --            --
Benefit Pension Pl Dtd
10/24/2001
Kay Lu and Ining Lu Ttees
47 E. Las Flores Ave.
Arcadia, CA 91006-4633

F-12

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
US Atta International Corp.                   12.60%          --           --            --            --
Defined
Benefit Pension Plan Def Ben Plan
1025 Coronado Dr.
Arcadia, CA 91007-6427

AIM INDEPENDENCE 2050 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.                          18.01%       82.95%       81.95%       100.00%       100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

AMVESCAP Nat'l TC Cust IRA                       --           --         6.60%           --            --
Theresa Struyk
9525 Pienza Pl
San Diego, CA 92127-2806

AMVESCAP Nat'l TC Cust IRA                       --           --         6.60%           --            --
Tony Struyk
9525 Pienza Pl
San Diego, CA 92127-2806

ANTC Cust SEP IRA                              7.99%          --           --            --            --
Ivy B. McLemore IRA
Ivy B. McLemore
915 Wild Valley Rd.
Houston, TX 77057-1109

ANTC Cust Rollover IRA                         6.37%          --           --            --            --
FBO Chad Dziedzic
7912 NW Twilight Pl
Parkville, MD 64152-6043

Chad Dziedzic                                 15.49%          --           --            --            --
7912 NW Twilight Pl
Parkville, MD 64152-6043

F-13

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
Danielle C. Bennett & Nicholas                11.55%          --           --            --            --
P. Bennett JTWROS
6034 Richmond Hwy Apt 521
Alexandria, VA 22303-2111

Danna S. Dziedzic & Chad                      17.14%          --           --            --            --
Dziedzic & Holly A. Dziedzic JTWROS
6519 Cottonwood Park Ln
Houston, TX 77041-7246

Raymond James & Assoc. Inc.
FBO Carter SEP                                   --        17.05%          --            --            --
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

AIM INTERNATIONAL 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)                          --           --           --        _____%         75.90%
ATTN: Corporate Controller
11 E. Greenway Plz Ste 1919
Houston, TX 77046-1103

AMVESCAP Nat'l TR Co Cust                        --           --           --         5.32%            --
FBO Evans Industry Inc.
Employee Retirement Plan
P. O. Box 105779
Atlanta, GA 30348-5779

CBNA Cust                                        --           --           --        11.90%            --
FBO Larry G. Cushing & Sons
401K
6 Rhoads Dr. Ste 7
Utica NY 13502-6317

Charles Schwab & Co. Inc.                     25.56%          --           --           --             --
Reinvestment Account
101 Montgomery St.
San Francisco CA 94101-4122

F-14

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
MG Trustco Ttee                                  --           --           --         8.07%            --
NGMG 401K Pl & Trust
700 17th Street, Ste 300
Denver, CO 80202-3531

MG Trustco Ttee                                  --           --           --        12.33%            --
Donald Wurtzel DDS PC EE 401K
700 17th Street, Ste 300
Denver, CO 80202-3531

Merrill Lynch Pierce Fenner & Smith              --           --        12.70%          --             --
FBO the Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 2nd Fl.
Jacksonville, FL 32246-6484

NFS LLC FBO                                      --           --           --         9.51%            --
Nat'l Trust MGMT SVCS Ttee
Assurant ADC 2007 Bonus
FBO Adam Lammin
7957 Wellington Dr.
Warrenton, VA 20186-9723

Pershing LLC                                  12.35%       16.74%       15.60%          --          24.10%
1 Pershing Plz
Jersey City, NJ 07399-0001

(1) Owned of record and beneficially

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                         --            --         10.16%         --            --
House Account
Attn: Cindy Tempesta
333 West 34th St.,
7th Floor
New York, NY 10001-2402

F-15

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
FIIOC Agent                                     --            --           --           --          59.42%
Employee Benefit Plans
100 Magellan Way KW1C
Covington, KY 41015-1987

Hartford Life Insurance Co.                     --            --           --         5.05%            --
Separate Account 401K
P. O. Box 2999
Hartford, CT 06104-2999

Merrill Lynch Pierce Fenner & Smith             --          5.51%       17.87%        5.36%            --
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246

Morgan Stanley DW                               --            --         6.26%          --             --
ATTN: Mutual Fund Operations
3 Harborside PL FL 6
Jersey City, NJ 07311-3907

Pershing LLC                                   5.48%       12.73%       10.52%          --             --
1 Pershing Plz
Jersey City, NJ 07399-0001

State Street Bank and Trust Co. 401K as         --            --           --           --          38.22%
Ttee for Pinnacle West Capital
Corporation Savings Plan
105 Rosemont Rd.
Westwood, MA 02090-2318

F-16

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)                          --           --           --           --          85.29%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

AIM Omnibus Account for 529 Plan               5.75%          --           --           --             --
Moderate Allocation 529 Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

AIM Omnibus Account for 529 Plan              12.25%          --           --           --             --
4-6 Years to College Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

ANTSCAP Natl Trustco                             --           --           --         9.51%            --
TTEE FBO Frost Natl Bank
FBO Super S Foods
Employees PS PL & Trust
PO Box 105779
Atlanta, GA 30348-5779

AMVESCAP Natl Trustco                            --           --           --        10.81%            --
TTEE FBO Smrt Inc 401k PS PL
PO Box 105779
Atlanta, GA 30348-5779

Merrill Lynch Pierce Fenner & Smith FBO          --           --         9.01%          --             --
The Sole Benefit of Customers
ATTN: Fund Administration
4800 Deer Lake Dr East 2nd Floor
Jacksonville, FL 32246-6484

Pershing LLC                                   7.49%        9.63%        7.97%          --             --
1 Pershing Plz
Jersey City, NJ 07399-0001

F-17

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
Raymond James & Assoc Inc                       --           --           --           --           14.71%
FBO Warthen IRA
880 Carillon Pkwy
St. Petersburg, FL 33716-1100

(1) Owned of record and beneficially

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 Advisors Inc(1)                              --          --           --            --         100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste. 1919
Houston, TX 77046-1103

AIM Omnibus Account for 529 Plan              33.80%         --           --            --             --
7-12 Years to College Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

AIM Omnibus Account for 529 Plan              12.99%         --           --            --             --
Moderate Growth Allocation Fund 529
Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

Media Group Inc.                                 --          --           --          5.27%            --
401(K) Plan
David Heslin Trustee
2760 Peachtree Industrial Blvd.
Duluth, GA 30097-7910

F-18

                                              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             --            --         6.79%          --            --
FBO The Sole Benefit of Customers
ATTN: Fund Administration
4800 Deer Lake Dr. East 2nd Floor
Jacksonville, FL 32246-6484

MG Trustco Cust FBO                             --            --           --         7.14%           --
Allred Metal Products Inc. PS PL
700 17th St. Ste 300
Denver, CO 80202-3531

Pershing LLC                                    --          8.58%        11.65%         --            --
1 Pershing Plz
Jersey City, NJ 07399-0001

(1) Owned of record and beneficially

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
-------------------                         ----------   ----------   ----------   ----------   -------------
A I M Advisors, Inc.(1)                          --          --           --          9.62%        100.00%
ATTN: Corporate Controller
11 E. Greenway Plz, Ste 1919
Houston, TX 77046-1103

AIM Omnibus Account for 529 Plan              60.12%         --           --            --             --
1-3 Years to College Portfolio
Attn: Chuck Kirby
11 E. Greenway Plaza, 7th Floor
Houston, TX 77046-1100

American Enterprise Investment Svcs              --          --           --         10.36%            --
P. O. Box 9446
Minneapolis, MN 55474-0001

F-19

                                              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
-------------------                         ----------   ----------   ----------   ----------   -------------
MG Trustco Cust FBO                             --            --           --         6.85%           --
FMG Inc. PSP
700 17th St. Ste 300
Denver, CO 80202-3531

MG Trustco Cust FBO                             --            --           --        12.16%           --
HB & Sons Auto Flatteners PSP
700 17th Street, Ste 300
Denver, CO 80202-3531

MG Trustco Ttee                                 --            --           --        11.25%           --
Integrated Design Inc. 401 (K) Pl
700 17th St. Ste 300
Denver, CO 80202-3531

Merrill Lynch Pierce Fenner & Smith             --            --         7.13%          --            --
FBO the Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr. East, 2nd Floor
Jacksonville, FL 32246-6484

Northern Radiological Assoc.                    --            --           --        15.89%           --
Brenda Roy - Clark
49 2nd St.
Presque Isle, NE 04769-2637

Persaud Electric PSP                            --            --           --         7.20%           --
Harry C. Persaud Ttee
144 Greenville Ave
Jersey City, NJ 07305-1824

Pershing LLC                                    --         13.16%        8.62%          --            --
1 Pershing Plz
Jersey City, NJ 07339-0001

(1) Owned of record and beneficially

F-20

AIM SMALL CAP GROWTH FUND

                                              CLASS A      CLASS B     CLASS C       CLASS R    INVESTOR CLASS   INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES        SHARES(2)      CLASS SHARES
                                            ----------   ----------   ----------   ----------   --------------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE       PERCENTAGE
NAME AND ADDRESS OF                          OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF         OWNED OF
PRINCIPAL HOLDER                              RECORD       RECORD       RECORD       RECORD          RECORD          RECORD
-------------------                         ----------   ----------   ----------   ----------   --------------   -------------
AIM Growth Allocation                            --           --           --          --              --            30.59%
Fund Omnibus Account
c/o AIM Advisors
11 E. Greenway Plz, Ste 100
Houston, TX 77046-1113

American United Life Group                       --           --           --        7.15%             --               --
Retirement Annuity
PO Box 398
Indianapolis, IN 46206-0398

AMVESCAP Natl Trust Co                           --           --           --          --              --            12.94%
FBO AMVESCAP 401(k) Plan
P.O. Box 105779
Atlanta, GA 30348-5779

AMVESCAP National Trust                          --           --           --          --              --             5.73%
Company FBO AMVESCAP Money
Purchase Plan
P.O. Box 105779
Atlanta, GA 30348-5779

Capitol Bank Inc. 401K Profit                    --           --           --        5.14%             --               --
Sharing Plan
c/o Plan Premier/Fascore LLC
8515 E. Orchard Rd. 2T2
Greenwood, Vlg, CO 80111-5002

Charles Schwab & Co. Inc.                        --           --           --          --           11.92%              --
Special Custody Acct for the
Exclusive Benefit of Customers
Attn: Mutual Funds
101 Montgomery St.
San Francisco, CA 94104-4151

Delaware Charter Guarantee & Trust               --           --           --          --            5.20%              --
FBO Principal Financial Group Omnib
US Qualified
711 High St.
Des Monies, IA 50392-0001

F-21

                                              CLASS A      CLASS B     CLASS C       CLASS R    INVESTOR CLASS   INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES        SHARES(2)      CLASS SHARES
                                            ----------   ----------   ----------   ----------   --------------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE       PERCENTAGE
NAME AND ADDRESS OF                          OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF         OWNED OF
PRINCIPAL HOLDER                              RECORD       RECORD       RECORD       RECORD          RECORD          RECORD
-------------------                         ----------   ----------   ----------   ----------   --------------   -------------
Fidelity Investments                             --           --           --          --              --            21.96%
Institutional
Operations Co (FIIOC) as Agent
FBO Certain Employee Benefit Plans
100 Magellan Way
Mail Location - KW1C
Covington, KY 41015-1999

FIIOC Agent                                      --           --           --          --            6.66%              --
Employee Benefit Plans
100 Megallan Way KW1C
Covington, KY 41015-1987

Hartford Life Insurance Co.                    5.37%          --           --          --              --               --
Separate Account 401K
P. O. Box 2999
Hartford, CT 06104-2999

HUBCO                                            --           --           --          --              --             8.00%
Regions Financial Corp
PO Box 830688
Birmingham, AL 35283-0688

John Hancock Life Insurance Company            9.30%          --           --          --              --               --
(U.S.A)
RPS Seg Funds & Accounting ET-7
601 Congress St.
Boston, MA 02210-2804

Merrill Lynch Pierce Fenner & Smith            6.26%        7.50%       25.40%       8.19%             --            12.05%
FBO The Sole Benefit of Customers
Attn: Fund Administration
4800 Deer Lake Dr East, 2nd Floor
Jacksonville, FL 32246

Nationwide Bank Trust                            --           --           --          --            5.55%              --
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029

Nationwide Life Insurance Co QPVA                --           --           --          --            8.85%              --
c/o IPO Portfolio Accounting
P. O. Box 182029
Columbus, OH 43218-2029

F-22

                                              CLASS A      CLASS B     CLASS C       CLASS R    INVESTOR CLASS   INSTITUTIONAL
                                              SHARES       SHARES       SHARES       SHARES        SHARES(2)      CLASS SHARES
                                            ----------   ----------   ----------   ----------   --------------   -------------
                                            PERCENTAGE   PERCENTAGE   PERCENTAGE   PERCENTAGE     PERCENTAGE       PERCENTAGE
NAME AND ADDRESS OF                          OWNED OF     OWNED OF     OWNED OF     OWNED OF       OWNED OF         OWNED OF
PRINCIPAL HOLDER                              RECORD       RECORD       RECORD       RECORD          RECORD          RECORD
-------------------                         ----------   ----------   ----------   ----------   --------------   -------------
Pershing LLC                                     --        12.25%        8.02%         --              --               --
1 Pershing Plz
Jersey City, NJ 07399-0001

Relistar Insurance Co of                         --           --           --        8.70%             --              --
New York
151 Farmington Ave
Hartford, CT 06156-0001


Wells Fargo Bank NA FBO                          --           --           --          --            7.35%              --
Tetro Tech Inc. Retplan
P. O. Box 1533
Minneapolis, MN 55480-1533

INDEPENDENCE FUNDS

AIM provided the initial capitalization of each Independence 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 Independence Fund and therefore could be deemed to "control" each Independence Fund as that term is defined in the 1940 Act. It is anticipated that after the commencement of the public offering of each Independence Fund's shares, AIM will cease to control each Independence Fund for the purposes of the 1940 Act.

MANAGEMENT OWNERSHIP

As of April 3, 2007, the trustees and officers as a group owned less than 1% of the shares outstanding of each class of any Fund.

F-23

APPENDIX G
PORTFOLIO MANAGER(S)
AS OF DECEMBER 31, 2006

PORTFOLIO MANAGER FUND HOLDINGS AND INFORMATION ON OTHER MANAGED ACCOUNTS

AIM's portfolio managers develop investment models which are used in connection with the management of certain AIM funds as well as other mutual funds for which AIM or an affiliate acts as sub-advisor, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals. The following chart reflects the portfolio managers' investments in the Funds that they manage. The chart also reflects information regarding accounts other than the Funds for which each portfolio manager has day-to-day management responsibilities. Accounts are grouped into three categories: (i) mutual funds, (ii) other pooled investment vehicles, and
(iii) other accounts. To the extent that any of these accounts pay advisory fees that are based on account performance ("performance-based fees"), information on those accounts is specifically broken out. In addition, any assets denominated in foreign currencies have been converted into U.S. Dollars using the exchange rates as of the applicable date.

The following table reflects information as of December 31, 2006*:

                                                                   OTHER POOLED
                                      OTHER REGISTERED MUTUAL       INVESTMENT         OTHER ACCOUNTS
                                           FUNDS (ASSETS         VEHICLES (ASSETS        (ASSETS IN
                                            IN MILLIONS)           IN MILLIONS)           MILLIONS)
                     DOLLAR RANGE     -----------------------   ------------------   ------------------
                    OF INVESTMENTS    NUMBER OF                 NUMBER OF            NUMBER OF
PORTFOLIO MANAGER   IN EACH FUND(1)    ACCOUNTS      ASSETS      ACCOUNTS   ASSETS    ACCOUNTS   ASSETS
-----------------   ---------------   ---------   -----------   ---------   ------   ---------   ------
                                             AIM INDEPENDENCE 2010 FUND
   Gary Wendler           None            7         $1,612.0       None      None       None      None

                                             AIM INDEPENDENCE 2020 FUND
   Gary Wendler           None            7         $1,612.0       None      None       None      None

                                             AIM INDEPENDENCE 2030 FUND
   Gary Wendler           None            7         $1,612.0       None      None       None      None

                                             AIM INDEPENDENCE 2040 FUND
   Gary Wendler           None            7         $1,612.0       None      None       None      None

                                             AIM INDEPENDENCE 2050 FUND
   Gary Wendler           None            7         $1,612.0       None      None       None      None

                                              AIM INDEPENDENCE NOW FUND
   Gary Wendler           None            7         $1,612.0       None      None       None      None

* All AIM Independence funds listed in the chart above, commenced operations on January 31, 2007.


(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.

G-1

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.

DESCRIPTION OF COMPENSATION STRUCTURE

AIM seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, an equity compensation opportunity, a benefits package, and a relocation package if such benefit is applicable. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote good sustained fund performance. AIM evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio manager's compensation consists of the following five elements:

- BASE SALARY. Each portfolio manager is paid a base salary. In setting the base salary, AIM's intention is to be competitive in light of the particular portfolio manager's experience and responsibilities.

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- ANNUAL BONUS. Each portfolio manager is eligible to receive an annual cash bonus which has quantitative and non-quantitative components. Generally, 70% of the bonus is quantitatively determined, based typically on a four-year rolling average of pre-tax performance of all registered investment company accounts for which a portfolio manager has day-to-day management responsibilities versus the performance of a pre-determined peer group. In instances where a portfolio manager has responsibility for management of more than one fund, an asset weighted four-year rolling average is used.

High fund performance (against applicable peer group) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor fund performance (versus applicable peer group) could result in no bonus. The amount of fund assets under management typically has an impact on the bonus potential (for example, managing more assets increases the bonus potential); however, this factor typically carries less weight than relative performance. The remaining 30% portion of the bonus is discretionary as determined by AIM and takes into account other subjective factors.

- EQUITY-BASED COMPENSATION. Portfolio managers may be awarded options to purchase common shares and/or granted restricted shares of AMVESCAP stock from pools determined from time to time by the Remuneration Committee of the AMVESCAP Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.

- PARTICIPATION IN GROUP INSURANCE PROGRAMS. Portfolio managers are provided life insurance coverage in the form of a group variable universal life insurance policy, under which they may make additional contributions to purchase additional insurance coverage or for investment purposes.

- 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.

G-3

APPENDIX H

CERTAIN FINANCIAL ADVISORS THAT RECEIVE ONE OR MORE TYPES OF PAYMENTS

1st Global Capital Corporation
A G Edwards & Sons, Inc.
ADP Broker Dealer, Inc.
Advantage Capital Corporation
American General Securities, Inc.
American Skandia Life Assurance Corporation American United Life Insurance Company
Ameriprise Financial Services, Inc.
APS Financial
Associated Securities Corporation
AXA Advisors, LLC
Bank of New York
Bank of Oklahoma N.A.
BBVA Investments
Bear Stearns Securities Co
Brown Brothers Harriman
Cadaret Grant & Company, Inc.
Cambridge Investment Research, Inc.
Cantella
Cantor Fitzgerald
Centennial Bank
Charles Schwab & Company, Inc.
Chase Investment Services Corporation
Chicago Mercantile Exchange
Citigroup
CitiCorp Investment Services
Citigroup Global Markets, Inc.
Citistreet Equities LLC
Comerica Bank
Commonwealth Financial Network
Compass Brokerage, Inc.
Contemporary Financial Solutions, Inc.
Credit Suisse
CUNA Brokerage Services, Inc.
CUSO Financial Services, Inc.
Equity Services, Inc.
Fidelity Brokerage Services, LLC
Fidelity Institutional Operations Company, Inc. Fifth Third Bank
Financial Network Investment Corporation Fiserv
Frost Brokerage Services, Inc.
Frost National Bank
FSC Securities Corporation
Fund Services Advisors
Goldman Sachs
Great West Life & Annuity Company
Guaranty Bank & Trust
Guardian Insurance & Annuity Company, Inc. GunnAllen Finanical
Harris Nesbitt Burns
H. D. Vest Investment Securities, Inc.
Hilliard Lyons, Inc.
Hornor Townsend & Kent, Inc.
Huntington
ING Financial Partners, Inc.
ING USA Annuity and Life Insurance Company Intersecurities, Inc.
INVEST Financial Corporation, Inc.
Investment Centers of America, Inc.
Jefferson Pilot Securities Corporation
JM Lummis Securities
JP Morgan Chase
LaSalle
Lincoln Financial Advisors Corporation
Lincoln Investment Planning, Inc.
Linsco/Private Ledger Corporation
M & I Trust
M & T Securities, Inc.
M M L Investors Services, Inc.
Matrix
McDonald Investments, Inc.
Mellon Financial
Merrill Lynch & Company, Inc.
Merrill Lynch Life Insurance Company
Metlife Securities, Inc.
Meyer Financial Group
Money Concepts Capital Corporation
Morgan Keegan & Company, Inc.
Morgan Stanley
Morgan Stanley DW Inc.
Multi-Financial Securities Corporation
Mutual Service Corporation
N F P Securities, Inc.
NatCity Investments, Inc.
National Planning Corporation
Nationwide Investment Services Corporation New England Securities Corporation
Next Financial Group, Inc.
Northwestern Mutual Investment Services
NYLIFE Distributors, LLC
Oppenheimer & Company, Inc.
Pershing LLC
PFS Investments, Inc.
Piper Jaffray & Company
PNC Capital Markets
Primevest Financial Services, Inc.
Proequities, Inc.
R B C Centura Securities, Inc.
R B C Dain Rauscher, Inc.
Raymond James & Associates, Inc.
Raymond James Financial Services, Inc.
Ross Sinclair and Associates
Royal Alliance Associates, Inc.
SCF Securities
S I I Investments, Inc.
Securities America, Inc.
Sentra Securities Corporation
Signator Investors, Inc.
Simmons 1st Investment Group
Spelman & Company, Inc.

State Farm VP Management Corp
State Street Bank & Trust Company
SunAmerica Securities, Inc.
SunGard Institutional Brokerage, Inc.
Sungard Investment Products, Inc.
SunTrust Bank, Central Florida, N.A.
SunTrust Robinson Humphrey
SWS Financial Services
The (Wilson) William Financial
Tower Square Securities, Inc.
Transamerica Financial Advisors, Inc.
Transamerica Life Insurance & Annuity Company Trust Management Network
U.S. Bancorp Investments, Inc.
UBS Financial Services Inc.
Union Bank of California
United Planner Financial Service
USAllianz Securities, Inc.
US Bank
UVEST Financial Services, Inc.
V S R Financial Services, Inc.
VALIC Financial Advisors, Inc.
vFinance Investments
Wachovia Capital Markets LLC
Wachovia Securities, LLC
Walnut Street Securities, Inc.
Waterstone Financial Group, Inc.
Wells Fargo Investments, LLC
Woodbury Financial Services, Inc.
X C U Capital Corporation, Inc.
Zions Bank

H-1

APPENDIX I-1
PENDING LITIGATION ALLEGING MARKET TIMING

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more AIM Funds, IFG, AIM, AIM Management, AMVESCAP, certain related entities, certain of their current and former officers and/or certain unrelated third parties and are based on allegations of improper market timing and related activity in the AIM Funds. These lawsuits either have been served or have had service of process waived (with the exception of the Sayegh lawsuit discussed below).

RICHARD LEPERA, ON BEHALF OF HIMSELF AND ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC., INVESCO BOND FUNDS, INC., INVESCO SECTOR FUNDS, INC. AND DOE
DEFENDANTS 1-100, in the District Court, City and County of Denver, Colorado, (Civil Action No. 03-CV-7600), filed on October 2, 2003. This claim alleges: common law breach of fiduciary duty; common law breach of contract; and common law tortious interference with contract. The plaintiff in this case is seeking: compensatory and punitive damages; injunctive relief; disgorgement of revenues and profits; and costs and expenses, including counsel fees and expert fees.

MIKE SAYEGH, ON BEHALF OF THE GENERAL PUBLIC, V. JANUS CAPITAL CORPORATION, JANUS CAPITAL MANAGEMENT LLC, JANUS INVESTMENT FUND, EDWARD J. STERN, CANARY CAPITAL PARTNERS LLC, CANARY INVESTMENT MANAGEMENT LLC, CANARY CAPITAL PARTNERS LTD., KAPLAN & CO. SECURITIES

INC., BANK ONE CORPORATION, BANC ONE INVESTMENT ADVISORS, THE ONE GROUP MUTUAL FUNDS, BANK OF AMERICA CORPORATION, BANC OF AMERICA CAPITAL MANAGEMENT LLC, BANC OF AMERICA ADVISORS LLC, NATIONS FUND INC., ROBERT H. GORDON, THEODORE H. SIHPOL III, CHARLES D. BRYCELAND, SECURITY TRUST COMPANY, STRONG CAPITAL MANAGEMENT INC., JB OXFORD & COMPANY, ALLIANCE CAPITAL MANAGEMENT HOLDING L.P., ALLIANCE CAPITAL MANAGEMENT L.P., ALLIANCE CAPITAL MANAGEMENT CORPORATION, AXA FINANCIAL INC., ALLIANCEBERNSTEIN REGISTRANTS, GERALD MALONE, CHARLES SCHAFFRAN, MARSH & MCLENNAN COMPANIES, INC., PUTNAM INVESTMENTS TRUST, PUTNAM INVESTMENT MANAGEMENT LLC, PUTNAM INVESTMENT FUNDS, AND DOES
1-500, in the Superior Court of the State of California, County of Los Angeles (Case No. BC304655), filed on October 22, 2003 and amended on December 17, 2003 to substitute INVESCO Funds Group, Inc. and Raymond R. Cunningham for unnamed Doe defendants. This claim alleges unfair business practices and violations of Sections 17200 and 17203 of the California Business and Professions Code. The plaintiff in this case is seeking: injunctive relief; restitution, including pre-judgment interest; an accounting to determine the amount to be returned by the defendants and the amount to be refunded to the public; the creation of an administrative process whereby injured customers of the defendants receive their losses; and counsel fees.

RAJ SANYAL, DERIVATIVELY ON BEHALF OF NATIONS INTERNATIONAL EQUITY FUND, V. WILLIAM P. CARMICHAEL, WILLIAM H. GRIGG, THOMAS F. KELLER, CARL E. MUNDY, JR., CORNELIUS J. PINGS, A. MAX WALKER, CHARLES B. WALKER, EDMUND L. BENSON, III, ROBERT H. GORDON, JAMES B. SOMMERS, THOMAS S. WORD, JR., EDWARD D. BEDARD, GERALD MURPHY, ROBERT B.

CARROLL, INVESCO GLOBAL ASSET MANAGEMENT, PUTNAM INVESTMENT MANAGEMENT, BANK OF AMERICA CORPORATION, MARSICO CAPITAL MANAGEMENT, LLC, BANC OF AMERICA ADVISORS, LLC, BANC OF AMERICA CAPITAL
MANAGEMENT, LLC, AND NATIONS FUNDS TRUST, in the Superior Court Division,

I-1

State of North Carolina (Civil Action No. 03-CVS-19622), filed on November 14, 2003. This claim alleges common law breach of fiduciary duty; abuse of control; gross mismanagement; waste of fund assets; and unjust enrichment. The plaintiff in this case is seeking: injunctive relief, including imposition of a constructive trust; damages; restitution and disgorgement; and costs and expenses, including counsel fees and expert fees.

L. SCOTT KARLIN, DERIVATIVELY ON BEHALF OF INVESCO FUNDS GROUP, INC. V. AMVESCAP, PLC, INVESCO, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., in the
United States District Court, District of Colorado (Civil Action No. 03-MK-2406), filed on November 28, 2003. This claim alleges violations of Section 36(b) of the Investment Company Act of 1940 ("Investment Company Act"), and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees.

RICHARD RAVER, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO FUNDS GROUP, INC., INVESCO STOCK FUNDS, INC, AIM MANAGEMENT GROUP, INC., AIM STOCK FUNDS, AIM STOCK FUNDS, INC., AMVESCAP PLC, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, INVESCO ADVANTAGE FUND, INVESCO BALANCED FUND, INVESCO EUROPEAN FUND, INVESCO GROWTH FUND, INVESCO HIGH YIELD FUND, INVESCO GROWTH & INCOME FUND, INVESCO INTERNATIONAL BLUE CHIP VALUE FUND, INVESCO REAL ESTATE OPPORTUNITY FUND, INVESCO SELECT FUND, INVESCO TAX-FREE BOND FUND, INVESCO TELECOMMUNICATIONS FUND, INVESCO U.S. GOVERNMENT SECURITIES FUND, INVESCO VALUE FUND, EDWARD J. STERN, CANARY INVESTMENT MANAGEMENT, LLC, CANARY CAPITAL PARTNERS, LTD., CANARY CAPITAL
PARTNERS, LLC, AND DOES 1-100, in the United States District Court, District of Colorado (Civil Action No. 03-F-2441), filed on December 2, 2003. This claim alleges violations of: Sections 11 and 15 of the Securities Act of 1933 (the "Securities Act"); Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the "Exchange Act"); Rule 10b-5 under the Exchange Act; and Sections 34(b), 36(a) and 36(b) of the Investment Company Act. The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking:
damages; pre-judgment and post-judgment interest; counsel fees and expert fees; and other relief.

JERRY FATTAH, CUSTODIAN FOR BASIM FATTAH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND (FORMERLY KNOWN AS INTERNATIONAL BLUE CHIP VALUE FUND), INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, AIM INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, AIM MONEY MARKET FUND, AIM INVESCO TAX-FREE MONEY FUND, AIM INVESCO TREASURER'S MONEY MARKET RESERVE FUND, AIM INVESCO TREASURER'S TAX-EXEMPT RESERVE

I-2

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 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

I-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

I-4

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, 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;

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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 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

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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-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

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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 alleges: common law breach of fiduciary duty; breach of contract; and tortious interference with contract. The plaintiffs in this case are seeking: injunctive relief; damages; disgorgement; and costs and expenses, including counsel fees and expert fees.

HENRY KRAMER, DERIVATIVELY ON BEHALF OF INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL FUNDS V. AMVESCAP, PLC, INVESCO FUNDS GROUP, INC., CANARY CAPITAL PARTNERS, LLC, CANARY INVESTMENT MANAGEMENT, LLC, AND CANARY CAPITAL PARTNERS, LTD., DEFENDANTS, AND INVESCO ENERGY FUND, INVESCO STOCK FUNDS, INC., AND INVESCO MUTUAL
FUNDS, NOMINAL DEFENDANTS, in the United States District Court, District of Colorado (Civil Action No. 04-MK-0397), filed on March 4, 2004. This claim alleges violations of Section 36(b) of the Investment Company Act and common law breach of fiduciary duty. The plaintiff in this case is seeking damages and costs and expenses, including counsel fees and expert fees.

CYNTHIA L. ESSENMACHER, DERIVATIVELY ON BEHALF OF THE INVESCO DYNAMICS FUND AND THE REMAINING "INVESCO FUNDS" V. INVESCO FUNDS GROUPS, INC., AMVESCAP PLC, AIM MANAGEMENT GROUP, INC., RAYMOND CUNNINGHAM, TIMOTHY MILLER, THOMAS KOLBE AND MICHAEL LEGOSKI, DEFENDANTS, AND INVESCO DYNAMICS FUND AND THE "INVESCO FUNDS", NOMINAL DEFENDANTS, in the
United States District Court, District of Delaware (Civil Action No. 04-CV-188), filed on March 29, 2004. This claim alleges: violations of
Section 36(b) of the Investment Company Act; violations of Section 206 of the Advisers Act; common law breach of fiduciary duty; and civil conspiracy. The plaintiff in this case is seeking: damages; injunctive relief; and costs and expenses, including counsel fees and expert fees.

ANNE G. PERENTESIS (WIDOW) V. AIM INVESTMENTS, ET AL (INVESCO FUNDS
GROUP, INC.), in the District Court of Maryland for Baltimore County (Case No. 080400228152005), filed on July 21, 2005. This claim alleges financial losses, mental anguish and emotional distress as a result of unlawful market timing and related activity by the defendants. The plaintiff in this case is seeking damages and costs and expenses.

Pursuant to an Order of the MDL Court, plaintiffs in the above lawsuits (with the exception of Carl E. Vonder Haar, et al. v. INVESCO Funds Group, Inc. et al. and Mike Sayegh v. Janus Capital Corporation, et al.) consolidated their claims for pre-trial purposes into three amended complaints against various AIM- and IFG-related parties: (i) a Consolidated Amended Class Action Complaint purportedly brought on behalf of shareholders of the AIM Funds (the Lepera lawsuit discussed below); (ii) a Consolidated Amended Fund Derivative Complaint purportedly brought on behalf of the AIM Funds and fund registrants (the Essenmacher lawsuit discussed below); and (iii) an Amended Class Action Complaint for Violations of the Employee Retirement Income Securities Act ("ERISA") purportedly brought on behalf of participants in AMVESCAP's 401(k) plan (the Calderon lawsuit discussed below). The plaintiffs in the Vonder Haar and Sayegh lawsuits continue to seek remand of their lawsuits to state court. Set forth below is detailed information about these three amended complaints.

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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, 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

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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.

MIRIAM CALDERON, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AVZ, INC., AMVESCAP RETIREMENT, INC., AMVESCAP NATIONAL TRUST COMPANY, INVESCO FUNDS GROUP, INC., AMVESCAP, ROBERT F. MCCULLOUGH, GORDON NEBEKER, JEFFREY G. CALLAHAN, AND RAYMOND R.
CUNNINGHAM, in the MDL Court (Case No. 1:04-MD-15864-FPS), filed on September 29, 2004. This lawsuit alleges violations of ERISA Sections 404, 405 and 406. The plaintiffs in this lawsuit are seeking:
declaratory judgment; restoration of losses suffered by the plan; disgorgement of profits; imposition of a constructive trust; injunctive relief; compensatory damages; costs and attorneys' fees; and equitable restitution.

On March 1, 2006, the MDL Court entered orders on Defendants' Motions to dismiss in the derivative (Essenmacher) and class action (Lepera) lawsuits. The MDL Court dismissed all derivative causes of action in the Essenmacher lawsuit but two: (i) the excessive fee claim under Section 36(b) of the Investment Company Act of 1940 (the "1940 Act"); and (ii) the "control person liability" claim under Section 48 of the 1940 Act. The MDL Court dismissed all claims asserted in the Lepera class action lawsuit but three: (i) the securities fraud claims under Section 10(b) of the Securities Exchange Act of 1934; (ii) the excessive fee claim under Section 36(b) of the 1940 Act (which survived only insofar as plaintiffs seek recovery of fees associated with the assets involved in market timing); and (iii) the "control person liability" claim under Section 48 of the 1940 Act. On June 14, 2006, the MDL Court entered an order dismissing the Section 48 claim in the derivative (Essenmacher) lawsuit. Based on the MDL Court's March 1, 2006 and June 14, 2006 orders, all claims asserted against the Funds that have been transferred to the MDL Court have been dismissed, although certain Funds remain nominal defendants in the derivative (Essenmacher) lawsuit. Defendants filed their Original Answer in the class action (Lepera) lawsuit on March 31, 2006. The MDL Court has indefinitely deferred Defendants' obligation to answer the derivative (Essenmacher) lawsuit. The Plaintiffs in the class action (Lepera) lawsuit stipulated that their claims against AIM, ADI and AIM Investment Services, Inc. ("AIS") are based solely on successor liability for alleged timing in the AIM Funds formerly advised by IFG and that they are not making any claims based on alleged timing in the other AIM Funds. Based upon this stipulation, AIM withdrew its pending Motion to Dismiss the claims against AIM, ADI and AIS.

On September 15, 2006, Judge Motz for the MDL Court granted the AMVESCAP Defendants' motion to dismiss the ERISA (Calderon) lawsuit and dismissed such lawsuit. The Plaintiff has commenced an appeal from Judge Motz's decision.

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APPENDIX I-2
PENDING LITIGATION ALLEGING INADEQUATELY EMPLOYED FAIR VALUE PRICING

The following civil class action lawsuits involve, depending on the lawsuit, one or more AIM Funds, IFG and/or AIM and allege that the defendants inadequately employed fair value pricing. These lawsuits either have been served or have had service of process waived.

T.K. PARTHASARATHY, EDMUND WOODBURY, STUART ALLEN SMITH AND SHARON SMITH, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. T. ROWE PRICE INTERNATIONAL FUNDS, INC., T. ROWE PRICE INTERNATIONAL, INC., ARTISAN FUNDS, INC., ARTISAN PARTNERS LIMITED PARTNERSHIP, AIM INTERNATIONAL FUNDS, INC. AND AIM ADVISORS, INC., in the Third
Judicial Circuit Court for Madison County, Illinois (Case No. 2003-L-001253), filed on September 23, 2003. This claim alleges:
common law breach of duty and common law negligence and gross negligence. The plaintiffs in these cases are seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. The Third Judicial Circuit Court for Madison County, Illinois has issued an order severing the claims of plaintiff Parthasarathy from the claims of the other plaintiffs against AIM and other defendants. As a result, AIM is a defendant in the following severed action: EDMUND WOODBURY, STUART ALLEN SMITH and SHARON SMITH, Individually and On Behalf of All Others Similarly Situated, v. AIM INTERNATIONAL FUNDS, INC., ET AL., in the Third Judicial Circuit Court for Madison County, Illinois (Case No. 03-L-1253A). The claims made by Plaintiffs and the relief sought in the Woodbury lawsuit are identical to those in the Parthasarathy lawsuit. Based on a recent Federal appellate court decision (the "Kircher" case), AIM and the other defendants in the Woodbury lawsuit removed the action to Federal District Court (U.S. District Court, Southern District of Illinois, Cause No. 05-CV-302-DRH) on April 22, 2005. On June 10, 2005, the Court dismissed the Woodbury lawsuit based upon the Kircher ruling and ordered the court clerk to close this case. On August 27, 2005, Plaintiffs filed their Notice of Appeal. On September 2, 2005, the Federal Appellate Court consolidated the nine cases on this subject matter, including the case against AIM. AIM has submitted a statement to the Federal Appellate Court asserting that the U.S. Supreme Court's holding in the Dabit case mandates the dismissal of the Plaintiffs' appeals. The appeals were vacated and the suit remanded back to Illinois state court. The Defendants removed the suit to Federal District Court and the parties are contesting whether the proper venue for this action is the Federal District Court or the Illinois state court. On December 29, 2006, the Defendants filed a Motion to Dismiss.

JOHN BILSKI, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM INTERNATIONAL FUNDS, INC., AIM ADVISORS, INC., INVESCO INTERNATIONAL FUNDS, INC., INVESCO FUNDS GROUP, INC., T. ROWE PRICE INTERNATIONAL FUNDS, INC. AND T. ROWE PRICE INTERNATIONAL, INC.,
in the United States District Court, Southern District of Illinois (East St. Louis) (Case No. 03-772), filed on November 19, 2003. This claim alleges: violations of Sections 36(a) and 36(b) of the Investment Company Act of 1940; common law breach of duty; and common law negligence and gross negligence. The plaintiff in this case is seeking: compensatory and punitive damages; interest; and attorneys' fees and costs. This lawsuit has been transferred to the MDL Court by order of the United States District Court, Southern District of Illinois (East St. Louis).

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APPENDIX I-3
PENDING LITIGATION ALLEGING IMPROPER MUTUAL FUND SALES PRACTICES
AND DIRECTED-BROKERAGE ARRANGEMENTS

The following civil lawsuits, including purported class action and shareholder derivative suits, involve, depending on the lawsuit, one or more of AIM Management, IFG, AIM, AIS and/or certain of the trustees of the AIM Funds and allege that the defendants improperly used the assets of the AIM Funds to pay brokers to aggressively push the AIM Funds over other mutual funds and that the defendants concealed such payments from investors by disguising them as brokerage commissions. These lawsuits either have been served or have had service of process waived.

By order of the United States District Court for the Southern District of Texas, Houston Division, the claims made in the Beasley, Kehlbeck Trust, Fry, Apu and Bendix lawsuits discussed below were consolidated into the Boyce lawsuit discussed below and these other lawsuits were administratively closed. On September 29, 2006, the Court dismissed with prejudice all claims in the Boyce lawsuit except for the Section 36(b) claim, which Section 36(b) claim was dismissed with leave to amend to plead it properly as a derivative claim. On December 7, 2006, the plaintiffs in the Boyce lawsuit filed an amended complaint. The amended complaint, which was pleaded as a Section 36(b) derivative claim, included new allegations that the defendants charged excessive fees.

JOY D. BEASLEY AND SHEILA MCDAID, INDIVIDUALLY AND ON BEHALF OF ALL OTHERS SIMILARLY SITUATED, V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS

GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND,

I-12

INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States
District Court for the District of Colorado (Civil Action No. 04-B-0958), filed on May 10, 2004. The plaintiffs voluntarily dismissed this case in Colorado and re-filed it on July 2, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2589). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act of 1940 (the "Investment Company Act") and violations of Sections 206 and 215 of the Investment Advisers Act of 1940 (the "Advisers Act"). The claim also alleges common law breach of fiduciary duty. The plaintiffs in this case are seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

RICHARD TIM BOYCE V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MID-CAP GROWTH FUND, INVESCO MULTI-SECTOR FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO UTILITIES FUND, NOMINAL DEFENDANTS, in the United States
District Court for the District of Colorado (Civil Action No. 04-N-0989), filed on May 13, 2004. The plaintiff voluntarily dismissed this case in Colorado and re-filed it on July 1, 2004 in the United States District Court for the Southern District of Texas, Houston Division (Civil Action H-04-2587). This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-

I-13

related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

KEHLBECK TRUST DTD 1-25-93, BILLY B. KEHLBECK AND DONNA J. KEHLBECK, TTEES V. AIM MANAGEMENT GROUP INC., INVESCO FUNDS GROUP, INC., AIM

INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH FUND, AIM BALANCED FUND, AIM BASIC BALANCED FUND, AIM BASIC VALUE FUND, AIM BLUE CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM DENT DEMOGRAPHIC TRENDS FUND, AIM DEVELOPING MARKETS FUND, AIM DIVERSIFIED DIVIDEND FUND, AIM EMERGING GROWTH FUND, AIM EUROPEAN GROWTH FUND, AIM EUROPEAN SMALL COMPANY FUND, AIM FLOATING RATE FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL EQUITY FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL HEALTH CARE FUND, AIM GLOBAL VALUE FUND, AIM HIGH INCOME MUNICIPAL FUND, AIM HIGH YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EMERGING GROWTH FUND, AIM INTERNATIONAL GROWTH FUND, AIM LARGE CAP BASIC VALUE FUND, AIM LARGE CAP GROWTH FUND, AIM LIBRA FUND, AIM LIMITED MATURITY TREASURY FUND, AIM MID CAP BASIC VALUE FUND, AIM MID CAP CORE EQUITY FUND, AIM MID CAP GROWTH FUND, AIM MUNICIPAL BOND FUND, AIM OPPORTUNITIES I FUND, AIM OPPORTUNITIES II FUND, AIM OPPORTUNITIES III FUND, AIM PREMIER EQUITY FUND, AIM REAL ESTATE FUND, AIM SELECT EQUITY FUND, AIM SHORT TERM BOND FUND, AIM SMALL CAP EQUITY FUND, AIM SMALL CAP GROWTH FUND, AIM TAX-FREE INTERMEDIATE FUND, AIM TOTAL RETURN BOND FUND, AIM TRIMARK ENDEAVOR FUND, AIM TRIMARK FUND, AIM TRIMARK SMALL COMPANIES FUND, AIM WEINGARTEN FUND, INVESCO ADVANTAGE HEALTH SCIENCES FUND, INVESCO CORE EQUITY FUND, INVESCO DYNAMICS FUND, INVESCO ENERGY FUND, INVESCO FINANCIAL SERVICES FUND, INVESCO GOLD & PRECIOUS METALS FUND, INVESCO HEALTH SCIENCES FUND, INVESCO INTERNATIONAL CORE EQUITY FUND, INVESCO LEISURE FUND, INVESCO MULTI-SECTOR FUND, INVESCO MID-CAP GROWTH FUND, INVESCO S&P 500 INDEX FUND, INVESCO SMALL COMPANY GROWTH FUND, INVESCO TECHNOLOGY FUND, INVESCO TOTAL RETURN FUND, INVESCO
UTILITIES FUND, NOMINAL DEFENDANTS, in the United States District Court for the Southern District of Texas, Houston Division (Civil Action No. H-04-2802), filed on July 9, 2004. This claim alleges violations of Sections 34(b), 36(b) and 48(a) of the Investment Company Act and violations of Sections 206 and 215 of the Advisers Act. The claim also alleges common law breach of fiduciary duty. The plaintiff in this case is seeking: compensatory and punitive damages; rescission of certain Funds' advisory agreements and distribution plans and recovery of all fees paid; an accounting of all fund-related fees, commissions and soft dollar payments; restitution of all unlawfully or discriminatorily obtained fees and charges; and attorneys' and experts' fees.

JANICE R. FRY, BOB J. FRY, JAMES P. HAYES, VIRGINIA L. MAGBUAL, HENRY W. MEYER AND GEORGE ROBERT PERRY V. AIM MANAGEMENT GROUP INC., INVESCO

FUNDS GROUP, INC., AIM INVESTMENT SERVICES, INC., AIM ADVISORS, INC., ROBERT H. GRAHAM, MARK H. WILLIAMSON, FRANK S. BAYLEY, BRUCE L. CROCKETT, ALBERT R. DOWDEN, EDWARD K. DUNN, JR., JACK M. FIELDS, CARL FRISCHLING, PREMA MATHAI-DAVIS, LEWIS F. PENNOCK, RUTH H. QUIGLEY, AND LOUIS S. SKLAR, AND JOHN DOES 1-100, DEFENDANTS, AND AIM AGGRESSIVE GROWTH FUND, AIM ASIA PACIFIC GROWTH

I-14

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-04-2832), 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

I-15

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-04-2884), 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

I-16

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 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.

I-17

APPENDIX I-4
OTHER ACTIONS INVOLVING AIM FOATING RATE FUND

AIM Floating Rate Fund, is a named defendant in private civil actions based on its position as a creditor to certain entities that have filed petitions in bankruptcy courts. Set forth below are brief descriptions of those civil lawsuits in this category that either have been served or have had service of process waived.

ENRON CORP. V. J.P. MORGAN SECURITIES, INC., AIM FLOATING RATE FUND,
ET AL., in the United States Bankruptcy Court, Southern District of New York, Case No. 01-16034(AJG), filed on November 6, 2003. This is an adversary proceeding alleging that payments made to AIM Floating Rate Fund and other creditors to prepay and/or redeem certain commercial paper prior to its maturity of Enron prior to its bankruptcy filing were preferential transfers. The relief sought includes recovery of the amount paid to the creditors, disallowance of defendants' claims until these funds are returned, and attorneys' fees, costs and expenses. On June 15, 2005, the Court denied Defendants' Motion to Dismiss the Complaints. Because the Court refused to stay discovery pending the appeal, the Fund filed its Original Answer to the Complaint and responded to Enron's discovery request. On October 18, 2005, Enron filed a Motion to Amend its Complaint and add INVESCO Institutional (N.A.), Inc. ("IINA") as a defendant based on allegations that it was involved in the challenged redemption of the Enron commercial paper. On May 30, 2006, the Court denied Enron's Motion to add IINA as a defendant.

ADELPHIA COMMUNICATIONS CORP. AND ITS AFFILIATE DEBTORS IN POSSESSION AND OFFICIAL COMMITTEE OF UNSECURED CREDITORS OF ADELPHIA COMMUNICATIONS CORP. V. BANK OF AMERICA, INDIVIDUALLY AND AS AGENT FOR VARIOUS BANKS PARTY TO CREDIT AGREEMENTS, AIM FLOATING RATE FUND, ET AL., in the United States Bankruptcy Court for the Southern District of New York, Case No. 02-41729, filed July 6, 2003. This is an adversary proceeding by Adelphia Communications Corp. ("Adelphia") and related parties, along with its Official Committee of Unsecured Creditors, against more than 360 banks, financial services companies, insurance companies, investment banks, mutual funds and other parties that had arranged for the sale of, or purchased the bank debt of, Adelphia or its related parties. Named defendants include AIM Floating Rate Fund as a purchaser of this bank debt. The Complaint alleges that the purchasers of this bank debt knew, or should have known, that the loan proceeds would not benefit Adelphia, but instead would be used to enrich Adelphia insiders. It seeks avoidance of the loans and recovery of intentionally fraudulent transfers. Discovery for this case has been stayed and pending motions have not been ruled upon; however, the Court granted the Creditors' Committee standing to sue the defendants and may lift the stay to allow it to proceed with discovery. On September 28, 2005, the Debtors filed their Third Amended Plan and Disclosure Statement.

I-18

PART C
OTHER INFORMATION

Item 23. Exhibits

a (1) -  (a) Amended and Restated Agreement and Declaration of Trust of
         Registrant, dated September 14, 2005.(17)

      -  (b) Amendment No. 1, dated October 27, 2005, to the Amended and
         Restated Agreement and Declaration of Trust of Registrant, dated
         September 14, 2005.(18)

      -  (c) Amendment No. 2, dated May 24, 2006, to the Amended and Restated
         Agreement and Declaration of Trust of Registrant, dated September 14,
         2005.(21)

      -  (d) Amendment No. 3, dated July 5, 2006, to the Amended and Restated
         Agreement and Declaration of Trust of Registrant, dated September 14,
         2005.(21)

      -  (e) Amendment No. 4, dated November 8, 2006, to the Amended and
         Restated Agreement and Declaration of Trust of Registrant, dated
         September 14, 2005.(21)

b (1) -  (a) Amended and Restated Bylaws of Registrant, adopted effective
         September 14, 2005.(17)

      -  (b) Amendment No. 1, dated August 1, 2006, to the Amended and Restated
         Bylaws of Registrant, adopted effective September 14, 2005.(21)


      -  (c) Amendment No. 2, dated March 23, 2007, to the Amended and Restated
         Bylaws of Registrant, adopted effective September 14, 2005.(22)


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)

      -  (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) Amendment No. 9, dated October 31, 2005, to the Master Investment
         Advisory Agreement, dated June 5, 2000, between Registrant and A I M
         Advisors, Inc.(18)


      -  (k) Amendment No. 10, dated January 31, 2007, to the Master Investment
         Advisory Agreement, dated June 5, 2000, between Registrant and A I M
         Advisors, Inc.(22)



e (1) -  (a) First Restated Master Distribution Agreement, made as of August 13,
         2003, as subsequently amended, and as restated September 20, 2006, by
         and between Registrant (all classes of shares except Class B shares)
         and A I M Distributors, Inc.(21)

- (b) Amendment No. 1, dated December 8, 2006, to the First Restated Master Distribution Agreement, made as of August 13, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(22)

- (c) Amendment No. 2, dated January 31, 2007, to the First Restated Master Distribution Agreement, made as of August 13, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(22)

- (d) Amendment No. 3, dated February 28, 2007, to the First Restated Master Distribution Agreement, made as of August 13, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(22)

- (e) Amendment No. 4, dated March 12, 2007, to the First Restated Master Distribution Agreement, made as of August 13, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant (all classes of shares except Class B shares) and A I M Distributors, Inc.(22)

(2) -  (a) First Restated Master Distribution Agreement, made as of August 18,
       2003, as subsequently amended, and as restated September 20, 2006, by
       and between Registrant (Class B Shares) and A I M Distributors, Inc.
       (21)


    -  (b) Amendment No. 1, dated January 31, 2007, to the First Restated
       Master Distribution Agreement, made as of August 18, 2003, as
       subsequently amended, and as restated September 20, 2006, by and
       between Registrant (Class B Shares) and A I M Distributors, Inc. (22)

- (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master


Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant


(Class B Shares) and A I M Distributors, Inc. (22)

- (d) Amendment No. 3, dated March 12, 2007, to the First Restated Master Distribution Agreement, made as of August 18, 2003, as subsequently amended, and as restated September 20, 2006, by and between Registrant
(Class B Shares) and A I M Distributors, Inc. (22)

  (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) -  Form of AIM Funds Retirement Plan for Eligible Directors/Trustees, as
         restated January 1, 2005.(21)

  (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) 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)


      -  (f) Amendment, dated February 8, 2006, to the Master Custodian
         Contract, dated May 1, 2000, between State Street Bank and Trust
         Company and Registrant.(19)

- (g) Amendment, dated January 31, 2007, to the Master Custodian Contract, dated May 1, 2000, between State Street Bank and Trust Company and Registrant.(22)

  (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)

      -  (d) Amendment No. 3, dated May 1, 2004, to the Subcustodian Agreement,
         dated September 9, 1994, between Registrant, JPMorgan Chase Bank
         (formerly Chase Bank of Texas, N.A., State Street Bank and Trust
         Company and A I M Fund Services, Inc. (now known as AIM Investment
         Services, Inc.)(19)

  (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) -  Third Amended and Restated Transfer Agency and Service Agreement, dated
         July 1, 2006, between Registrant and AIM Investment Services,
         Inc.(21)

  (2) -  (a) Second Amended and Restated Master Administrative Services
         Agreement, dated July 1, 2006, between Registrant and A I M Advisors,
         Inc.(21)


      -  (b) Amendment No. 1, dated January 31, 2007, to the Second Amended and
         Restated Master Administrative Services Agreement, dated July 1, 2006,
         between Registrant and A I M Advisors, Inc.(22)



  (3) -  (a) Memorandum of Agreement, dated March 9, 2007, between Registrant
         and A I M Advisors, Inc. regarding securities lending with respect to
         all Funds.(22)

- (b) Memorandum of Agreement, regarding expense limitations, dated July 1, 2006, between Registrant (on behalf of AIM Global Equity Fund, 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 and AIM Small Cap Growth Fund) and A I M Advisors, Inc.(21)

- (c) Memorandum of Agreement, regarding expense limitations, dated April 1, 2007, between Registrant (on behalf of AIM Global Equity Fund, AIM Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Income Allocation Fund, AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund, AIM Independence 2050 Fund, AIM International Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth Allocation Fund, AIM Moderately Conservative Allocation Fund and AIM Small Cap Growth Fund) and A I M Advisors, Inc.(22)

  (4) -  Third Amended and Restated Interfund Loan Agreement, dated December 30,
         2005, between Registrant and A I M Advisors, Inc. (21)

  (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 - None.

j (1) - Consent of Ballard Spahr Andrews & Ingersoll, LLP. (22)

(2) - Consent of PricewaterhouseCoopers LLP. (22)

k     -  Financial Statements for the period ended December 31, 2006, are
         incorporated by reference to the Funds' annual report to shareholders
         contained in the Registrant's Form N-CSR filed on March 8, 2007.


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) Initial Capital Agreement dated October 28, 2005, for AIM Income
         Allocation Fund and AIM International Allocation Fund.(18)


         (d) Initial Capital Agreement dated January 29, 2007, for AIM
      -  Independence Now Fund, Aim Independence 2010 Fund, AIM Independence
         2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and
         AIM Independence 2050 Fund.(22)


m (1) -  (a) First Restated Master Distribution Plan, effective as of August 18,
         2003, as subsequently amended, and as restated September 20, 2006
         (Class A Shares).(21)


      -  (b) Amendment No. 1, dated January 31, 2007, to the First Restated
         Master Distribution Plan, effective as of August 18, 2003, as
         subsequently amended, and as restated September 20, 2006 (Class A
         Shares).(22)

- (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A Shares).(22)

- (d) Amendment No. 3, dated March 12, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class A Shares).(22)

(2) -  (a) First Restated Master Distribution Plan, effective as of August 18,
       2003, as subsequently amended, and as restated September 20, 2006
       (Class B Shares) (Securitization Feature).(21)


    -  (b) Amendment No. 1, dated January 31, 2007, to the First Restated
       Master Distribution Plan, effective as of August 18, 2003, as
       subsequently amended, and as restated September 20, 2006 (Class B
       Shares). (Securitization Feature).(22)

- (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class B Shares). (Securitization Feature).(22)

- (d) Amendment No. 3, dated March 12, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and


as restated September 20, 2006 (Class B Shares). (Securitization Feature).(22)

(3) -  (a) First Restated Master Distribution Plan, effective as of August 18,
       2003, as subsequently amended, and as restated September 20, 2006
       (Class C Shares).(21)


    -  (b) Amendment No. 1, dated January 31, 2007, to the First Restated
       Master Distribution Plan, effective as of August 18, 2003, as
       subsequently amended, and as restated September 20, 2006 (Class C
       Shares).(22)

- (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C Shares).(22)

- (d) Amendment No. 3, dated March 12, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class C Shares).(22)

(4) -  (a) First Restated Master Distribution Plan, effective as of August 18,
       2003, as subsequently amended, and as restated September 20, 2006
       (Class R Shares).(21)


    -  (b) Amendment No. 1, dated January 31, 2007, to the First Restated
       Master Distribution Plan, effective as of August 18, 2003, as
       subsequently amended, and as restated September 20, 2006 (Class R
       Shares).(22)

- (c) Amendment No. 2, dated February 28, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R Shares).(22)

- (d) Amendment No. 3, dated March 12, 2007, to the First Restated Master Distribution Plan, effective as of August 18, 2003, as subsequently amended, and as restated September 20, 2006 (Class R Shares).(22)

  (5) -  (a) First Restated Master Distribution Plan, effective as of July 1,
         2004, as subsequently amended, and as restated September 20, 2006
         (Reimbursement) (Investor Class Shares).(21)


  (6) -  Master Related Agreement to First Restated Master Distribution Plan
         (Class A Shares).(21)

  (7) -  Master Related Agreement to First Restated Master Distribution Plan
         (Class C Shares).(21)

  (8) -  Master Related Agreement to First Restated Master Distribution Plan
         (Class R Shares).(21)

  (9) -  Master Related Agreement to First Restated Master Distribution Plan
         (Reimbursement) (Investor Class Shares).(21)


n (1) -  Eleventh Amended and Restated Multiple Class Plan of The AIM Family of
         Funds(R) effective December 12, 2001 as amended and restated.(22)

o - Reserved.


p     -  AIM Funds, A I M Management Group Inc. Code of Ethics, adopted May 1,
         1981, as last amended effective February 16, 2006, relating to A I M
         Management Group Inc., A I M Advisors, Inc., A I M Capital Management,
         Inc., AIM Private Asset Management, Inc., A I M Distributors, Inc.,
         Fund Management Company and all of their wholly owned and indirect
         subsidiaries..(21)


q     -  Powers of attorney for Baker, Bayley, Bunch, Crockett, Dowden, Fields,
         Flanagan, Frischling, Graham, Mathai-Davis, Pennock, Quigley, Soll,
         Taylor and Zerr.(22)

(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) Incorporated by reference to PEA No. 59, filed on August 11, 2005.

(17) Incorporated by reference to PEA No. 61, filed on October 28, 2005.

(18) Incorporated by reference to PEA No. 62, filed on November 1, 2005.

(19) Incorporated by reference to PEA No. 63, filed on February 23, 2006.

(20) Incorporated by reference to PEA No. 64, filed April 19, 2006.

(21) Incorporated by reference to PEA No. 65, filed November 13, 2006.

(22) Filed herewith electronically.


Item 24. Persons Controlled by or Under Common Control With the Fund

None.

Item 25. Indemnification

Indemnification provisions for officers, trustees, and employees of the Registrant are set forth in Article VIII of the Registrant's Amended and Restated Agreement and Declaration of Trust and Article VIII of its Amended and Restated Bylaws, and are hereby incorporated by reference. See Item 23(a) and (b) above. Under the Amended and Restated Agreement and Declaration of Trust effective as of September 14, 2005, as amended, (i) Trustees or officers, when acting in such capacity, shall not be personally liable for any act, omission or obligation of the Registrant or any Trustee or officer except by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his office with the Trust; (ii) every Trustee, officer, employee or agent of the Registrant shall be indemnified to the fullest extent permitted under the Delaware Statutory Trust act, the Registrant's Bylaws and other applicable law; (iii) in case any shareholder or former shareholder of the Registrant shall be held to be personally liable solely by reason of his being or having been a shareholder of the Registrant or any portfolio or class and not because of his acts or omissions or for some other reason, the shareholder or former shareholder (or his heirs, executors, administrators or other legal representatives, or, in the case of a corporation or other entity, its corporate or general successor) shall be entitled, out of the assets belonging to the applicable portfolio (or allocable to the applicable class), to be held harmless from and indemnified against all loss and expense arising from such liability in accordance with the Bylaws and applicable law. The Registrant, on behalf of the affected portfolio (or class), shall upon request by the shareholder, assume the defense of any such claim made against the shareholder for any act or obligation of that portfolio (or class).

The Registrant and other investment companies and their respective officers and trustees are insured under a joint Mutual Fund and Investment Advisory Professional 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.


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 Core Allocation Portfolio Series AIM Counselor Series Trust
AIM Equity Funds
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 (with respect to its Investor Class shares) AIM Variable Insurance Funds

Powershares Exchange Traded Fund Trust

(b)

Name and Principal Business      Positions and Offices with      Positions and Offices with
          Address*                      Underwriter                         Fund
---------------------------   -------------------------------   ---------------------------
Gene L. Needles               Chairman, Director, Chief         None
                              Executive Officer and President

Philip A. Taylor              Director                          Trustee, President and
                                                                Principal Executive Officer


Name and Principal Business      Positions and Offices with      Positions and Offices with
          Address*                      Underwriter                         Fund
---------------------------   -------------------------------   ---------------------------
John S. Cooper                Executive Vice President          None

James E. Stueve               Executive Vice President          None

Michael A. Bredlau            Senior Vice President             None

Lawrence E. Manierre          Senior Vice President             None

Ivy B. McLemore               Senior Vice President             None

David J. Nardecchia           Senior Vice President             None

Margaret A. Vinson            Senior Vice President             None

Gary K. Wendler               Senior Vice President             None

Scott B. Widder               Senior Vice President             None

John M. Zerr                  Senior Vice President and         Senior Vice President,
                              Secretary                         Secretary and Chief Legal
                                                                Officer

David A. Hartley              Treasurer and Chief Financial     None
                              Officer

Lance Rejsek                  Anti-Money Laundering             Anti-Money Laundering
                              Compliance Officer                Compliance Officer

Rebecca Starling-Klatt        Chief Compliance Officer and      None
                              Assistant Vice President


* 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173

(c) Not applicable

Item 28. Location of Accounts and Records

A I M Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173, will maintain physical possession of each such account, book or other document of the Registrant at its principal executive offices, except for those relating to certain transactions in portfolio securities that are maintained by the Registrant's Custodian, State Street Bank and Trust Company, 225 Franklin Street, Boston, Massachusetts 02110-2801, and the Registrant's Transfer Agent and Dividend Paying Agent, AIM Investment Services, Inc., P. O. Box 4739, Houston, Texas 77210-4739.

Item 29. Management Services

None.

Item 30. Undertakings

None.


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the Investment Company Act of 1940, the Registrant certifies that it meets all of the requirements for effectiveness of this Registration Statement pursuant to Rule 485(b) under the Securities Act of 1933 and has duly caused this Amendment to its Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Houston, Texas on the 26th day of April, 2007.

REGISTRANT: AIM GROWTH SERIES

By: /s/ Philip A. Taylor
    ------------------------------------
    Philip A. Taylor, President

Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:

              SIGNATURES                            TITLE                    DATE
              ----------                            -----                    ----


/s/ Philip A. Taylor                         Trustee & President        April 26, 2007
-------------------------------------   (Principal Executive Officer)
(Philip A. Taylor)


/s/ Bob R. Baker*                                  Trustee              April 26, 2007
-------------------------------------
(Bob R. Baker)


/s/ Frank S. Bayley*                               Trustee              April 26, 2007
-------------------------------------
(Frank S. Bayley)


/s/ James T. Bunch*                                Trustee              April 26, 2007
-------------------------------------
(James T. Bunch)


/s/ Bruce L. Crockett*                         Chair & Trustee          April 26, 2007
-------------------------------------
(Bruce L. Crockett)


/s/ Albert R. Dowden*                              Trustee              April 26, 2007
-------------------------------------
(Albert R. Dowden)


/s/ Martin L. Flanagan                             Trustee              April 26, 2007
-------------------------------------
(Martin L. Flanagan)


/s/ Jack M. Fields*                                Trustee              April 26, 2007
-------------------------------------
(Jack M. Fields)


/s/ Carl Frischling*                               Trustee              April 26, 2007
-------------------------------------
(Carl Frischling)


/s/ Robert H. Graham*                              Trustee              April 26, 2007
-------------------------------------
(Robert H. Graham)


/s/ Prema Mathai-Davis*                            Trustee              April 26, 2007
-------------------------------------
(Prema Mathai-Davis)


/s/ Lewis F. Pennock*                              Trustee              April 26, 2007
-------------------------------------
(Lewis F. Pennock)


/s/ Ruth H. Quigley*                               Trustee              April 26, 2007
-------------------------------------
(Ruth H. Quigley)


/s/ Larry Soll*                                    Trustee              April 26, 2007
-------------------------------------
(Larry Soll)


                                                   Trustee
-------------------------------------
(Raymond Stickel, Jr.)


/s/ Sidney M. Dilgren                     Vice President & Treasurer    April 26, 2007
-------------------------------------      (Principal Financial and
(Sidney M. Dilgren)                           Accounting Officer)

*By /s/ Philip A. Taylor
    ---------------------------------
    Philip A. Taylor
    Attorney-in-Fact

* Philip A. Taylor, pursuant to powers of attorney dated April 23, 2007, filed herewith.


INDEX

Exhibit
Number    Description
-------   -----------
b(1)(c)   Amendment No. 2, dated March 23, 2007, to the Amended and Restated
          Bylaws of Registrant, adopted effective September 14, 2005.

d(1)(k)   Amendment No. 10, dated January 31, 2007, to the Master Investment
          Advisory Agreement, dated June 5, 2000, between Registrant and A I M
          Advisors, Inc.

e(1)(b)   Amendment No. 1, dated December 8, 2006, to the First Restated Master
          Distribution Agreement, made as of August 13, 2003, as subsequently
          amended, and as restated September 20, 2006, by and between Registrant
          (all classes of shares except Class B shares) and A I M Distributors,
          Inc.

e(1)(c)   Amendment No. 2, dated January 31, 2006, to the First Restated Master
          Distribution Agreement, made as of August 13, 2003, as subsequently
          amended, and as restated September 20, 2006, by and between Registrant
          (all classes of shares except Class B shares) and A I M Distributors,
          Inc.

e(1)(d)   Amendment No. 3, dated February 28, 2007, to the First Restated Master
          Distribution Agreement, made as of August 13, 2003, as subsequently
          amended, and as restated September 20, 2006, by and between Registrant
          (all classes of shares except Class B shares) and A I M Distributors,
          Inc.

e(1)(e)   Amendment No. 4, dated March 12, 2007, to the First Restated Master
          Distribution Agreement, made as of August 13, 2003, as subsequently
          amended, and as restated September 20, 2006, by and between Registrant
          (all classes of shares except Class B shares) and A I M Distributors,
          Inc.

e(2)(b)   Amendment No. 1, dated January 31, 2006, to the First Restated Master
          Distribution Agreement, made as of August 13, 2003, as subsequently
          amended, and as restated September 20, 2006, by and between Registrant
          (Class B shares) and A I M Distributors, Inc.

e(2)(c)   Amendment No. 2, dated February 28, 2007, to the First Restated Master
          Distribution Agreement, made as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006, by and between Registrant
          (Class B Shares) and A I M Distributors, Inc.

e(2)(d)   Amendment No. 3, dated March 12, 2007, to the First Restated Master
          Distribution Agreement, made as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006, by and between Registrant
          (Class B Shares) and A I M Distributors, Inc.

g(1)(g)   Amendment, dated January 31, 2007, to the Master Custodian Contract,
          dated May 1, 2000, between State Street Bank and Trust Company and
          Registrant.

h(2)(b)   Amendment No. 1, dated January 31, 2007, to the Second Amended and
          Restated Master Administrative Services Agreement, dated July 1, 2006,
          between Registrant and A I M Advisors, Inc.

h(3)(a)   (a) Memorandum of Agreement, dated March 9, 2007, between Registrant
          and


          A I M Advisors, Inc. regarding securities lending with respect to all
          Funds.

h(3)(c)   Memorandum of Agreement, regarding expense limitations, dated April 1,
          2007, between Registrant (on behalf of AIM Global Equity Fund, AIM
          Conservative Allocation Fund, AIM Growth Allocation Fund, AIM Income
          Allocation Fund, AIM Independence Now Fund, AIM Independence 2010
          Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM
          Independence 2040 Fund, AIM Independence 2050 Fund, AIM International
          Allocation Fund, AIM Moderate Allocation Fund, AIM Moderate Growth
          Allocation Fund, AIM Moderately Conservative Allocation Fund and AIM
          Small Cap Growth Fund) and A I M Advisors, Inc.

j(1)      Consent of Ballard Spahr Andrews & Ingersoll, LLP.

j(2)      Consent of PricewaterhouseCoopers LLP.

l(1)(d)   Initial Capital Agreement dated January 29, 2006, for AIM Independence
          Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM
          Independence 2030 Fund, AIM Independence 2040 Fund and AIM
          Independence 2050 Fund.

m(1)(b)   Amendment No. 1, dated January 31, 2007, to the First Restated Master
          Distribution Plan, effective as of August 13, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class A shares).

m(1)(c)   Amendment No. 2, dated February 28, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class A Shares).

m(1)(d)   Amendment No. 3, dated March 12, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class A Shares).

m(2)(b)   Amendment No. 1, dated January 31, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class B Shares).

m(2)(c)   Amendment No. 2, dated February 28, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class B Shares).

m(2)(d)   Amendment No. 3, dated March 12, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class B Shares).

m(3)(b)   Amendment No. 1, dated January 31, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class C Shares).
          (Securitization Feature).

m(3)(c)   Amendment No. 2, dated February 28, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class C Shares).
          (Securitization Feature).

m(3)(d)   Amendment No. 3, dated March 12, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class C Shares).
          (Securitization Feature).


m(4)(b)   Amendment No. 1, dated January 31, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class R Shares).

m(4)(c)   Amendment No. 2, dated February 28, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class R Shares).

m(4)(d)   Amendment No. 3, dated March 12, 2007, to the First Restated Master
          Distribution Plan, effective as of August 18, 2003, as subsequently
          amended, and as restated September 20, 2006 (Class R Shares).

n(1)      Eleventh Amended and Restated Multiple Class Plan of The AIM Family of
          Funds(R), effective December 12, 2001, as amended and restated.

q         Powers of Attorney for Baker, Bayley, Bunch, Crockett, Dowden, Fields,
          Flanagan, Frischling, Graham, Mathai-Davis, Pennock, Quigley, Soll,
          Stickel, Taylor and Zerr.


AMENDMENT NO. 2 TO
AMENDED AND RESTATED BYLAWS
OF AIM GROWTH SERIES

Adopted effective March 23, 2007

The Amended and Restated Bylaws of AIM Growth Series (the "Trust"), adopted effective September 14, 2005, (the "Bylaws"), are hereby amended as follows:

1. Article III, Section 14 is hereby amended and restated to read in its entirety as follows:

"Section 14. Authorized Signatories. Unless a specific officer is otherwise designated in these Bylaws or in a resolution adopted by the Board of Trustees, the proper officers of the Trust for executing agreements, documents and instruments other than Internal Revenue Service forms shall be the Principal Executive Officer, the President, any Vice President, the Principal Financial Officer, the Chief Legal Officer, the Chief Compliance Officer, the Senior Officer, the Treasurer, the Secretary, the Anti-Money Laundering Compliance Officer, any Assistant Vice President, any Assistant Treasurer or any Assistant Secretary. Unless a specific officer is otherwise designated in these Bylaws or in a resolution adopted by the Board of Trustees, the proper officers of the Trust for executing any and all Internal Revenue Service forms shall be the Principal Executive Officer, the President, any Vice President, the Principal Financial Officer, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary."


AMENDMENT NO. 10

TO

MASTER INVESTMENT ADVISORY AGREEMENT

This Amendment dated as of January 31, 2007, 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 six new portfolios - AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund;

NOW, THEREFORE, 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 31, 2005

AIM Independence Now Fund                               January 31, 2007

AIM Independence 2010 Fund                              January 31, 2007

AIM Independence 2020 Fund                              January 31, 2007

AIM Independence 2030 Fund                              January 31, 2007

AIM Independence 2040 Fund                              January 31, 2007

AIM Independence 2050 Fund                              January 31, 2007

AIM International Allocation Fund                       October 31, 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

2

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 INDEPENDENCE NOW FUND
AIM INDEPENDENCE 2010 FUND
AIM INDEPENDENCE 2020 FUND
AIM INDEPENDENCE 2030 FUND
AIM INDEPENDENCE 2040 FUND
AIM INDEPENDENCE 2050 FUND
AIM INTERNATIONAL ALLOCATION FUND
AIM MODERATE ALLOCATION FUND
AIM MODERATE GROWTH ALLOCATION FUND
AIM MODERATELY CONSERVATIVE ALLOCATION FUND

These thirteen funds do not pay an advisory fee."

2. In all other respects, the Agreement is hereby confirmed and remains in full force and effect.

3

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers on the date first written above.

AIM GROWTH SERIES

Attest: /s/ Stephen R. Rimes            By: /s/ Philip A. Taylor
        -----------------------------       ------------------------------------
        Assistant Secretary                 Philip A. Taylor
                                            President

(SEAL)

A I M ADVISORS, INC.

Attest: /s/ Stephen R. Rimes            By: /s/ Philip A. Taylor
        -----------------------------       ------------------------------------
        Assistant Secretary                 Philip A. Taylor
                                            President

(SEAL)

4

AMENDMENT NO. 1

TO THE

FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended and restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended to reflect the addition of Class P shares of AIM Summit Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COUNSELOR SERIES TRUST
   AIM Advantage Health Sciences Fund -            Class A
                                                   Class C

   AIM Floating Rate Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Multi-Sector Fund -                         Class A
                                                   Class C
                                                   Institutional Class

   AIM Structured Core Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Structured Growth Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

1

   AIM Structured Value Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM EQUITY FUNDS
   AIM Capital Development Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Charter Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Constellation Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Diversified Dividend Fund -                 Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Large Cap Basic Value Fund -                Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Large Cap Growth Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Select Basic Value Fund -                   Class A
                                                   Class C

AIM FUNDS GROUP
   AIM Basic Balanced Fund -                       Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

2

   AIM European Small Company Fund -               Class A
                                                   Class C

   AIM Global Value Fund -                         Class A
                                                   Class C
                                                   Institutional Class

   AIM International Small Company Fund -          Class A
                                                   Class C
                                                   Institutional Class

   AIM Mid Cap Basic Value Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Select Equity Fund -                        Class A
                                                   Class C

   AIM Small Cap Equity Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM GROWTH SERIES
   AIM Basic Value Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Conservative Allocation Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Global Equity Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Growth Allocation Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Income Allocation Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

3

   AIM International Allocation Fund -             Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Mid Cap Core Equity Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Moderate Allocation Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Moderate Growth Allocation Fund -           Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Moderately Conservative Allocation Fund -   Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Small Cap Growth Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

AIM INTERNATIONAL MUTUAL FUNDS
   AIM Asia Pacific Growth Fund -                  Class A
                                                   Class C

   AIM European Growth Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Investor Class

   AIM Global Aggressive Growth Fund -             Class A
                                                   Class C

   AIM Global Growth Fund -                        Class A
                                                   Class C

   AIM International Core Equity Fund -            Class A

4

                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM International Growth Fund -                 Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM INVESTMENT FUNDS
   AIM China Fund -                                Class A
                                                   Class C
                                                   Institutional Class

   AIM Developing Markets Fund -                   Class A
                                                   Class C
                                                   Institutional Class

   AIM Enhanced Short Bond Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Global Health Care Fund -                   Class A
                                                   Class C
                                                   Investor Class

   AIM International Bond Fund -                   Class A
                                                   Class C
                                                   Institutional Class

   AIM Japan Fund -                                Class A
                                                   Class C
                                                   Institutional Class

   AIM Trimark Endeavor Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Small Companies Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

5

AIM INVESTMENT SECURITIES FUNDS
   AIM Global Real Estate Fund -                   Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM High Yield Fund -                           Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Income Fund -                               Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Intermediate Government Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Limited Maturity Treasury Fund -            Class A
                                                   Class A3
                                                   Institutional Class

   AIM Money Market Fund -                         AIM Cash Reserve Shares
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Municipal Bond Fund -                       Class A
                                                   Class C
                                                   Investor Class

   AIM Real Estate Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Short Term Bond Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

6

   AIM Total Return Bond Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM SECTOR FUNDS
   AIM Energy Fund -                               Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Financial Services Fund -                   Class A
                                                   Class C
                                                   Investor Class

   AIM Gold & Precious Metals Fund -               Class A
                                                   Class C
                                                   Investor Class

   AIM Leisure Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Investor Class

   AIM Technology Fund -                           Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Utilities Fund -                            Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
   AIM Opportunities I Fund -                      Class A
                                                   Class C

   AIM Opportunities II Fund -                     Class A
                                                   Class C

   AIM Opportunities III Fund -                    Class A
                                                   Class C

AIM STOCK FUNDS
   AIM Dynamics Fund -                             Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

7

   AIM S&P 500 Index Fund -                        Institutional Class
                                                   Investor Class

AIM SUMMIT FUND                                    Class A
                                                   Class C
                                                   Class P

AIM TAX-EXEMPT FUNDS
   AIM High Income Municipal Fund -                Class A
                                                   Class C
                                                   Institutional Class

   AIM Tax-Exempt Cash Fund -                      Class A
                                                   Investor Class

   AIM Tax-Free Intermediate Fund -                Class A
                                                   Class A3
                                                   Institutional Class

AIM TREASURER'S SERIES TRUST
   Premier Portfolio                               Investor Class
   Premier Tax-Exempt Portfolio                    Investor Class
   Premier U.S. Government Money Portfolio         Investor Class"

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: December 8, 2006

EACH FUND (LISTED ON SCHEDULE A) ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A

By: /s/ Philip A. Taylor
    ------------------------------------
    Philip A. Taylor
    President

A I M DISTRIBUTORS, INC.

By: /s/ Gene L. Needles
    ------------------------------------
    Gene L. Needles
    President

8

AMENDMENT NO. 2

TO THE
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COUNSELOR SERIES TRUST
   AIM Advantage Health Sciences Fund -            Class A
                                                   Class C

   AIM Floating Rate Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Multi-Sector Fund -                         Class A
                                                   Class C
                                                   Institutional Class

   AIM Structured Core Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Structured Growth Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class


   AIM Structured Value Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM EQUITY FUNDS
   AIM Capital Development Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Charter Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Constellation Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Diversified Dividend Fund -                 Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Large Cap Basic Value Fund -                Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Large Cap Growth Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Select Basic Value Fund -                   Class A
                                                   Class C

AIM FUNDS GROUP
   AIM Basic Balanced Fund -                       Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

2

   AIM European Small Company Fund -               Class A
                                                   Class C

   AIM Global Value Fund -                         Class A
                                                   Class C
                                                   Institutional Class

   AIM International Small Company Fund -          Class A
                                                   Class C
                                                   Institutional Class

   AIM Mid Cap Basic Value Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Select Equity Fund -                        Class A
                                                   Class C

   AIM Small Cap Equity Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM GROWTH SERIES
   AIM Basic Value Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Conservative Allocation Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Global Equity Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Growth Allocation Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Income Allocation Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

3

AIM Independence Now Fund-                      Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2010 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2020 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2030 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2040 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2050 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM International Allocation Fund -             Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Mid Cap Core Equity Fund -                  Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Moderate Allocation Fund -                  Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Moderate Growth Allocation Fund -           Class A
                                                Class C
                                                Class R
                                                Institutional Class

4

   AIM Moderately Conservative Allocation Fund -   Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Small Cap Growth Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

AIM INTERNATIONAL MUTUAL FUNDS
   AIM Asia Pacific Growth Fund -                  Class A
                                                   Class C

   AIM European Growth Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Investor Class

   AIM Global Aggressive Growth Fund -             Class A
                                                   Class C

   AIM Global Growth Fund -                        Class A
                                                   Class C

   AIM International Core Equity Fund -            Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM International Growth Fund -                 Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM INVESTMENT FUNDS
   AIM China Fund -                                Class A
                                                   Class C
                                                   Institutional Class

   AIM Developing Markets Fund -                   Class A
                                                   Class C
                                                   Institutional Class

   AIM Enhanced Short Bond Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

5

   AIM Global Health Care Fund -                   Class A
                                                   Class C
                                                   Investor Class

   AIM International Bond Fund -                   Class A
                                                   Class C
                                                   Institutional Class

   AIM Japan Fund -                                Class A
                                                   Class C
                                                   Institutional Class

   AIM Trimark Endeavor Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Small Companies Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM INVESTMENT SECURITIES FUNDS
   AIM Global Real Estate Fund -                   Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM High Yield Fund -                           Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Income Fund -                               Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Intermediate Government Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

6

   AIM Limited Maturity Treasury Fund -            Class A
                                                   Class A3
                                                   Institutional Class

   AIM Money Market Fund -                         AIM Cash Reserve Shares
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Municipal Bond Fund -                       Class A
                                                   Class C
                                                   Investor Class

   AIM Real Estate Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Short Term Bond Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Total Return Bond Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM SECTOR FUNDS
   AIM Energy Fund -                               Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Financial Services Fund -                   Class A
                                                   Class C
                                                   Investor Class

   AIM Gold & Precious Metals Fund -               Class A
                                                   Class C
                                                   Investor Class

   AIM Leisure Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Investor Class

7

   AIM Technology Fund -                           Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Utilities Fund -                            Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
   AIM Opportunities I Fund -                      Class A
                                                   Class C

   AIM Opportunities II Fund -                     Class A
                                                   Class C

   AIM Opportunities III Fund -                    Class A
                                                   Class C

AIM STOCK FUNDS
   AIM Dynamics Fund -                             Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM S&P 500 Index Fund -                        Institutional Class
                                                   Investor Class

AIM SUMMIT FUND                                    Class A
                                                   Class C
                                                   Class P

AIM TAX-EXEMPT FUNDS
   AIM High Income Municipal Fund -                Class A
                                                   Class C
                                                   Institutional Class

   AIM Tax-Exempt Cash Fund -                      Class A
                                                   Investor Class

   AIM Tax-Free Intermediate Fund -                Class A
                                                   Class A3
                                                   Institutional Class

AIM TREASURER'S SERIES TRUST
   Premier Portfolio                               Investor Class
   Premier Tax-Exempt Portfolio                    Investor Class
   Premier U.S. Government Money Portfolio         Investor Class"

8

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: January 31, 2007

AIM COUNSELOR SERIES TRUST
AIM EQUITY FUNDS
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL MUTUAL FUNDS
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SECTOR FUNDS
AIM SPECIAL OPPORTUNITIES FUNDS
AIM STOCK FUNDS
AIM TAX-EXEMPT FUNDS
on behalf of the Shares of each
Portfolio listed on Schedule A

By: /s/ PHILIP A. TAYLOR
    ---------------------------------
    Philip A. Taylor
    President

AIM TREASURER'S SERIES TRUST
on behalf of the Shares of
each Portfolio listed on Schedule A

By: /s/ KAREN DUNN KELLEY
    ---------------------------------
    Karen Dunn Kelley
    President

A I M DISTRIBUTORS, INC.

By: /s/ GENE L. NEEDLES
    ---------------------------------
    Gene L. Needles
    President

9

AMENDMENT NO. 3

TO THE

FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended to delete AIM Select Basic Value Fund and to change the name of AIM Enhanced Short Bond Fund to AIM LIBOR Alpha Fund and the name change of AIM International Bond Fund to AIM International Total Return Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COUNSELOR SERIES TRUST
   AIM Advantage Health Sciences Fund -            Class A
                                                   Class C

   AIM Floating Rate Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Multi-Sector Fund -                         Class A
                                                   Class C
                                                   Institutional Class

   AIM Structured Core Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Structured Growth Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class


   AIM Structured Value Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM EQUITY FUNDS
   AIM Capital Development Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Charter Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Constellation Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Diversified Dividend Fund -                 Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Large Cap Basic Value Fund -                Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Large Cap Growth Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

AIM FUNDS GROUP
   AIM Basic Balanced Fund -                       Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

2

   AIM European Small Company Fund -               Class A
                                                   Class C

   AIM Global Value Fund -                         Class A
                                                   Class C
                                                   Institutional Class

   AIM International Small Company Fund -          Class A
                                                   Class C
                                                   Institutional Class

   AIM Mid Cap Basic Value Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Select Equity Fund -                        Class A
                                                   Class C

   AIM Small Cap Equity Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM GROWTH SERIES
   AIM Basic Value Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Conservative Allocation Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Global Equity Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Growth Allocation Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Income Allocation Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

3

AIM Independence Now Fund-                      Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2010 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2020 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2030 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2040 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2050 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM International Allocation Fund -             Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Mid Cap Core Equity Fund -                  Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Moderate Allocation Fund -                  Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Moderate Growth Allocation Fund -           Class A
                                                Class C
                                                Class R
                                                Institutional Class

4

   AIM Moderately Conservative Allocation Fund -   Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Small Cap Growth Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

AIM INTERNATIONAL MUTUAL FUNDS
   AIM Asia Pacific Growth Fund -                  Class A
                                                   Class C

   AIM European Growth Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Investor Class

   AIM Global Aggressive Growth Fund -             Class A
                                                   Class C

   AIM Global Growth Fund -                        Class A
                                                   Class C

   AIM International Core Equity Fund -            Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM International Growth Fund -                 Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM INVESTMENT FUNDS
   AIM China Fund -                                Class A
                                                   Class C
                                                   Institutional Class

   AIM Developing Markets Fund -                   Class A
                                                   Class C
                                                   Institutional Class

   AIM Global Health Care Fund -                   Class A
                                                   Class C
                                                   Institutional Class

5

   AIM International Total Return Fund -           Class A
                                                   Class C
                                                   Investor Class

   AIM Japan Fund -                                Class A
                                                   Class C
                                                   Institutional Class

   AIM LIBOR Alpha Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Endeavor Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Small Companies Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM INVESTMENT SECURITIES FUNDS
   AIM Global Real Estate Fund -                   Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM High Yield Fund -                           Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Income Fund -                               Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Intermediate Government Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

6

   AIM Limited Maturity Treasury Fund -            Class A
                                                   Class A3
                                                   Institutional Class

   AIM Money Market Fund -                         AIM Cash Reserve Shares
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Municipal Bond Fund -                       Class A
                                                   Class C
                                                   Investor Class

   AIM Real Estate Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Short Term Bond Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Total Return Bond Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM SECTOR FUNDS
   AIM Energy Fund -                               Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Financial Services Fund -                   Class A
                                                   Class C
                                                   Investor Class

   AIM Gold & Precious Metals Fund -               Class A
                                                   Class C
                                                   Investor Class

   AIM Leisure Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Investor Class

7

   AIM Technology Fund -                           Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Utilities Fund -                            Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
   AIM Opportunities I Fund -                      Class A
                                                   Class C

   AIM Opportunities II Fund -                     Class A
                                                   Class C

   AIM Opportunities III Fund -                    Class A
                                                   Class C

AIM STOCK FUNDS
   AIM Dynamics Fund -                             Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM S&P 500 Index Fund -                        Institutional Class
                                                   Investor Class

AIM SUMMIT FUND                                    Class A
                                                   Class C
                                                   Class P

AIM TAX-EXEMPT FUNDS
   AIM High Income Municipal Fund -                Class A
                                                   Class C
                                                   Institutional Class

   AIM Tax-Exempt Cash Fund -                      Class A
                                                   Investor Class

   AIM Tax-Free Intermediate Fund -                Class A
                                                   Class A3
                                                   Institutional Class

AIM TREASURER'S SERIES TRUST
   Premier Portfolio                               Investor Class
   Premier Tax-Exempt Portfolio                    Investor Class
   Premier U.S. Government Money Portfolio         Investor Class"

8

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: February 28, 2007

AIM COUNSELOR SERIES TRUST
AIM EQUITY FUNDS
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL MUTUAL FUNDS
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SECTOR FUNDS
AIM SPECIAL OPPORTUNITIES FUNDS
AIM STOCK FUNDS
AIM TAX-EXEMPT FUNDS
on behalf of the Shares of each
Portfolio listed on Schedule A

By: /s/ Philip A. Taylor
    ------------------------------------
    Philip A. Taylor
    President

AIM TREASURER'S SERIES TRUST
on behalf of the Shares of each
Portfolio listed on Schedule A

By: /s/ Karen Dunn Kelley
    ------------------------------------
    Karen Dunn Kelley
    President

A I M DISTRIBUTORS, INC.

By: /s/ Gene L. Needles
    ------------------------------------
    Gene L. Needles
    President

9

AMENDMENT NO. 4

TO THE

FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

The First Restated Master Distribution Agreement (all Classes of shares except Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A to the Agreement (each individually referred to as "Fund", or collectively, "Funds"), severally, on behalf of each of its series of beneficial interest set forth on Schedule A to the Agreement, (each, a "Portfolio"), with respect to each class of shares except Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended to reflect the addition of AIM Select Real Estate Income Fund.

Schedule A of the Agreement is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT

(ALL CLASSES OF SHARES EXCEPT CLASS B SHARES)

AIM COUNSELOR SERIES TRUST
   AIM Advantage Health Sciences Fund -            Class A
                                                   Class C

   AIM Floating Rate Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Multi-Sector Fund -                         Class A
                                                   Class C
                                                   Institutional Class

   AIM Select Real Estate Income Fund -            Class A
                                                   Class C
                                                   Institutional Class

   AIM Structured Core Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Structured Growth Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class


   AIM Structured Value Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM EQUITY FUNDS
   AIM Capital Development Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Charter Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Constellation Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Diversified Dividend Fund -                 Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Large Cap Basic Value Fund -                Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Large Cap Growth Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

AIM FUNDS GROUP
   AIM Basic Balanced Fund -                       Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

2

   AIM European Small Company Fund -               Class A
                                                   Class C

   AIM Global Value Fund -                         Class A
                                                   Class C
                                                   Institutional Class

   AIM International Small Company Fund -          Class A
                                                   Class C
                                                   Institutional Class

   AIM Mid Cap Basic Value Fund -                  Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Select Equity Fund -                        Class A
                                                   Class C

   AIM Small Cap Equity Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM GROWTH SERIES
   AIM Basic Value Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Conservative Allocation Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Global Equity Fund -                        Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Growth Allocation Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Income Allocation Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

3

AIM Independence Now Fund-                      Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2010 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2020 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2030 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2040 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Independence 2050 Fund-                     Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM International Allocation Fund -             Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Mid Cap Core Equity Fund -                  Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Moderate Allocation Fund -                  Class A
                                                Class C
                                                Class R
                                                Institutional Class

AIM Moderate Growth Allocation Fund -           Class A
                                                Class C
                                                Class R
                                                Institutional Class

4

   AIM Moderately Conservative Allocation Fund -   Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Small Cap Growth Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

AIM INTERNATIONAL MUTUAL FUNDS
   AIM Asia Pacific Growth Fund -                  Class A
                                                   Class C

   AIM European Growth Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Investor Class

   AIM Global Aggressive Growth Fund -             Class A
                                                   Class C

   AIM Global Growth Fund -                        Class A
                                                   Class C

   AIM International Core Equity Fund -            Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM International Growth Fund -                 Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM INVESTMENT FUNDS
   AIM China Fund -                                Class A
                                                   Class C
                                                   Institutional Class

   AIM Developing Markets Fund -                   Class A
                                                   Class C
                                                   Institutional Class

   AIM Global Health Care Fund -                   Class A
                                                   Class C
                                                   Institutional Class

5

   AIM International Total Return Fund -           Class A
                                                   Class C
                                                   Investor Class

   AIM Japan Fund -                                Class A
                                                   Class C
                                                   Institutional Class

   AIM LIBOR Alpha Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Endeavor Fund -                     Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Trimark Small Companies Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM INVESTMENT SECURITIES FUNDS
   AIM Global Real Estate Fund -                   Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM High Yield Fund -                           Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Income Fund -                               Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Intermediate Government Fund -              Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

6

   AIM Limited Maturity Treasury Fund -            Class A
                                                   Class A3
                                                   Institutional Class

   AIM Money Market Fund -                         AIM Cash Reserve Shares
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Municipal Bond Fund -                       Class A
                                                   Class C
                                                   Investor Class

   AIM Real Estate Fund -                          Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM Short Term Bond Fund -                      Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

   AIM Total Return Bond Fund -                    Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class

AIM SECTOR FUNDS
   AIM Energy Fund -                               Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Financial Services Fund -                   Class A
                                                   Class C
                                                   Investor Class

   AIM Gold & Precious Metals Fund -               Class A
                                                   Class C
                                                   Investor Class

   AIM Leisure Fund -                              Class A
                                                   Class C
                                                   Class R
                                                   Investor Class

7

   AIM Technology Fund -                           Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

   AIM Utilities Fund -                            Class A
                                                   Class C
                                                   Institutional Class
                                                   Investor Class

AIM SPECIAL OPPORTUNITIES FUNDS
   AIM Opportunities I Fund -                      Class A
                                                   Class C

   AIM Opportunities II Fund -                     Class A
                                                   Class C

   AIM Opportunities III Fund -                    Class A
                                                   Class C

AIM STOCK FUNDS
   AIM Dynamics Fund -                             Class A
                                                   Class C
                                                   Class R
                                                   Institutional Class
                                                   Investor Class

   AIM S&P 500 Index Fund -                        Institutional Class
                                                   Investor Class

AIM SUMMIT FUND                                    Class A
                                                   Class C
                                                   Class P

AIM TAX-EXEMPT FUNDS
   AIM High Income Municipal Fund -                Class A
                                                   Class C
                                                   Institutional Class

   AIM Tax-Exempt Cash Fund -                      Class A
                                                   Investor Class

   AIM Tax-Free Intermediate Fund -                Class A
                                                   Class A3
                                                   Institutional Class

AIM TREASURER'S SERIES TRUST
   Premier Portfolio                               Investor Class
   Premier Tax-Exempt Portfolio                    Investor Class
   Premier U.S. Government Money Portfolio         Investor Class"

8

All other terms and provisions of the Agreement not amended herein shall remain in full force and effect.

Dated: March 9, 2007

AIM COUNSELOR SERIES TRUST
AIM EQUITY FUNDS
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INTERNATIONAL MUTUAL FUNDS
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SECTOR FUNDS
AIM SPECIAL OPPORTUNITIES FUNDS
AIM STOCK FUNDS
AIM TAX-EXEMPT FUNDS
on behalf of the Shares of each
Portfolio listed on Schedule A

By: /s/ John M. Zerr
    ------------------------------------
    John M. Zerr
    Senior Vice President

AIM TREASURER'S SERIES TRUST on behalf
of the Shares of each Portfolio listed
on Schedule A

By: /s/ Karen Dunn Kelley
    ------------------------------------
    Karen Dunn Kelley
    President

A I M DISTRIBUTORS, INC.

By: /s/ Gene L. Needles
    ------------------------------------
    Gene L. Needles
    President

9

AMENDMENT NO. 1

TO

FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The First Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund;

NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment.

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

Dated: January 31, 2007

EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-1

By: /s/ PHILIP A. TAYLOR
    ------------------------------------
Name: Philip A. Taylor
Title: President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-2

By: /s/ PHILIP A. TAYLOR
    ------------------------------------
Name: Philip A. Taylor
Title: President

A I M DISTRIBUTORS, INC.

By: /s/ GENE NEEDLES
    ------------------------------------
Name: Gene Needles
Title: President


"SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM EQUITY FUNDS

PORTFOLIOS

AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund
AIM Select Basic Value Fund

AIM FUNDS GROUP

PORTFOLIOS

AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund
AIM Mid Cap Basic Value Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund

AIM GROWTH SERIES

PORTFOLIOS

AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM Independence Now Fund
AIM Independence 2010 Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund

2

AIM INTERNATIONAL MUTUAL FUNDS

PORTFOLIOS

AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Core Equity Fund
AIM International Growth Fund

AIM INVESTMENT FUNDS

PORTFOLIOS

AIM China Fund
AIM Developing Markets Fund
AIM Global Health Care Fund
AIM International Bond Fund
AIM Japan Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIOS

AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Real Estate Fund
AIM Total Return Bond Fund

AIM SPECIAL OPPORTUNITIES FUNDS

PORTFOLIOS

AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund

AIM SUMMIT FUND

AIM TAX-EXEMPT FUNDS

PORTFOLIO

AIM High Income Municipal Fund"

3

"SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM COUNSELOR SERIES TRUST

PORTFOLIOS

AIM Advantage Health Sciences Fund
AIM Multi-Sector Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund

AIM SECTOR FUNDS

PORTFOLIOS

AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund

AIM STOCK FUNDS

AIM Dynamics Fund"

4

AMENDMENT NO. 2

TO

FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The First Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to delete AIM Select Basic Value Fund; and

WHEREAS, the parties desire to amend the Agreement to reflect the name change of AIM International Bond Fund to AIM International 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: February 28, 2007

EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-1

By: /s/ Philip A. Taylor
    ------------------------------------
Name: Philip A. Taylor
Title: President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-2

By: /s/ Philip A. Taylor
    ------------------------------------
Name: Philip A. Taylor
Title: President

A I M DISTRIBUTORS, INC.

By: /s/ Gene Needles
    ------------------------------------
Name: Gene Needles
Title: President


"SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM EQUITY FUNDS

PORTFOLIOS

AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund

AIM FUNDS GROUP

PORTFOLIOS

AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund
AIM Mid Cap Basic Value Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund

AIM GROWTH SERIES

PORTFOLIOS

AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM Independence Now Fund
AIM Independence 2010 Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund

2

AIM INTERNATIONAL MUTUAL FUNDS

PORTFOLIOS

AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Core Equity Fund
AIM International Growth Fund

AIM INVESTMENT FUNDS

PORTFOLIOS

AIM China Fund
AIM Developing Markets Fund
AIM Global Health Care Fund
AIM International Total Return Fund
AIM Japan Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIOS

AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Real Estate Fund
AIM Total Return Bond Fund

AIM SPECIAL OPPORTUNITIES FUNDS

PORTFOLIOS

AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund

AIM SUMMIT FUND

AIM TAX-EXEMPT FUNDS

PORTFOLIO

AIM High Income Municipal Fund"

3

"SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM COUNSELOR SERIES TRUST

PORTFOLIOS

AIM Advantage Health Sciences Fund
AIM Multi-Sector Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund

AIM SECTOR FUNDS

PORTFOLIOS

AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund

AIM STOCK FUNDS

AIM Dynamics Fund"

4

AMENDMENT NO. 3

TO

FIRST RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

The First Restated Master Distribution Agreement (Class B Shares) (the "Agreement") made as of the 18th day of August, 2003, as subsequently amended, and as restated the 20th day of September, 2006, by and between each registered investment company set forth on Schedule A-1 and Schedule A-2 to the Agreement (each individually referred to as the "Fund", or collectively, the "Funds"), severally, on behalf of each of its series of common stock or beneficial interest, as the case may be, set forth on Schedule A-1 and Schedule A-2 to the Agreement (each, a "Portfolio"), with respect to the Class B Shares (the "Shares") of each Portfolio, and A I M DISTRIBUTORS, INC., a Delaware corporation (the "Distributor"), is hereby amended as follows:

WHEREAS, the parties desire to amend the Agreement to reflect the addition of AIM Select Real Estate Income Fund;

NOW, THEREFORE, Schedule A-1 and Schedule A-2 to the Agreement are hereby deleted in their entirety and replaced with Schedule A-1 and Schedule A-2 attached to this amendment.

All other terms and provisions of the Agreement not amended hereby shall remain in full force and effect.

Dated: March 9, 2007

EACH FUND LISTED ON SCHEDULE A-1 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-1

By: /s/ John M. Zerr
    ------------------------------------
Name: John M. Zerr
Title: Senior Vice President

EACH FUND LISTED ON SCHEDULE A-2 ON
BEHALF OF THE SHARES OF EACH PORTFOLIO
LISTED ON SCHEDULE A-2

By: /s/ John M. Zerr
    ------------------------------------
Name: John M. Zerr
Title: Senior Vice President

A I M DISTRIBUTORS, INC.

By: /s/ Gene Needles
    ------------------------------------
Name: Gene Needles
Title: President


"SCHEDULE A-1
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM EQUITY FUNDS

PORTFOLIOS

AIM Capital Development Fund
AIM Charter Fund
AIM Constellation Fund
AIM Diversified Dividend Fund
AIM Large Cap Basic Value Fund
AIM Large Cap Growth Fund

AIM FUNDS GROUP

PORTFOLIOS

AIM Basic Balanced Fund
AIM European Small Company Fund
AIM Global Value Fund
AIM International Small Company Fund
AIM Mid Cap Basic Value Fund
AIM Select Equity Fund
AIM Small Cap Equity Fund

AIM GROWTH SERIES

PORTFOLIOS

AIM Basic Value Fund
AIM Conservative Allocation Fund
AIM Global Equity Fund
AIM Growth Allocation Fund
AIM Income Allocation Fund
AIM Independence Now Fund
AIM Independence 2010 Fund
AIM Independence 2020 Fund
AIM Independence 2030 Fund
AIM Independence 2040 Fund
AIM Independence 2050 Fund
AIM International Allocation Fund
AIM Mid Cap Core Equity Fund
AIM Moderate Allocation Fund
AIM Moderate Growth Allocation Fund
AIM Moderately Conservative Allocation Fund AIM Small Cap Growth Fund

2

AIM INTERNATIONAL MUTUAL FUNDS

PORTFOLIOS

AIM Asia Pacific Growth Fund
AIM European Growth Fund
AIM Global Aggressive Growth Fund
AIM Global Growth Fund
AIM International Core Equity Fund
AIM International Growth Fund

AIM INVESTMENT FUNDS

PORTFOLIOS

AIM China Fund
AIM Developing Markets Fund
AIM Global Health Care Fund
AIM International Total Return Fund
AIM Japan Fund
AIM Trimark Fund
AIM Trimark Endeavor Fund
AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

PORTFOLIOS

AIM Global Real Estate Fund
AIM High Yield Fund
AIM Income Fund
AIM Intermediate Government Fund
AIM Money Market Fund
AIM Municipal Bond Fund
AIM Real Estate Fund
AIM Total Return Bond Fund

AIM SPECIAL OPPORTUNITIES FUNDS

PORTFOLIOS

AIM Opportunities I Fund
AIM Opportunities II Fund
AIM Opportunities III Fund

AIM SUMMIT FUND

AIM TAX-EXEMPT FUNDS

PORTFOLIO

AIM High Income Municipal Fund"

3

"SCHEDULE A-2
TO
AMENDED AND RESTATED
MASTER DISTRIBUTION AGREEMENT
(CLASS B SHARES)

AIM COUNSELOR SERIES TRUST

PORTFOLIOS

AIM Advantage Health Sciences Fund
AIM Multi-Sector Fund
AIM Select Real Estate Income Fund
AIM Structured Core Fund
AIM Structured Growth Fund
AIM Structured Value Fund

AIM SECTOR FUNDS

PORTFOLIOS

AIM Energy Fund
AIM Financial Services Fund
AIM Gold & Precious Metals Fund
AIM Leisure Fund
AIM Technology Fund
AIM Utilities Fund

AIM STOCK FUNDS

AIM Dynamics Fund"

4

AMENDMENT TO MASTER CUSTODIAN CONTRACT

Amendment dated January 31, 2007, to the Master Custodian Contract dated May 1, 2000, as amended (the "Contract"), by and between State Street Bank and Trust Company (the "Custodian") and each AIM entity set forth in Appendix A thereto (each, a "Fund") on behalf of itself or its portfolio(s) (each, a "Portfolio").

WHEREAS, the Fund and the Custodian wish to amend a provision of the Contract to authorize the Custodian to establish and maintain segregated accounts upon Proper Instruction by a Fund.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the Custodian and each Fund hereby amend the Contract, pursuant to the terms thereof, as follows:

I. Section 2.12 is amended and replaced as follows:

SECTION 2.12 SEGREGATED ACCOUNT

The Custodian shall upon receipt of Proper Instructions on behalf of each applicable Portfolio establish and maintain a segregated account or accounts for and on behalf of each such Portfolio, into which account or accounts may be transferred cash and/or securities, including securities maintained in an account by the Custodian pursuant to Section 2.10 hereof,
(i) in accordance with the provisions of any agreement among the Fund on behalf of the Portfolio, the Custodian and a broker-dealer registered under the Securities Exchange Act of 1934 and a member of The National Association of Securities Dealers, Inc. (or any futures commission merchant registered under the Commodity Exchange Act), relating to compliance with the rules of The Options Clearing Corporation and of any registered national securities exchange (or the Commodity Futures Trading Commission or any registered contract market), or of any similar organization or organizations, regarding escrow or other arrangements in connection with transactions by the Portfolio, (ii) for purposes of segregating cash or securities in connection with options purchased, sold or written by the Portfolio or commodity futures contracts or options thereon purchased or sold by the Portfolio, (iii) for the purposes of compliance by the Portfolio with the procedures required by Investment Company Act Release No. 10666, or any subsequent release of the U.S. Securities and Exchange Commission, or interpretative opinion of the staff thereof, relating to the maintenance of segregated accounts by registered investment companies, and
(iv) for any other purpose upon receipt of Proper Instructions.

II. Except as specifically superseded or modified herein, the terms and provisions of the Contract shall continue to apply with full force and effect. In the event of any conflict between the terms of the Contract prior to this Amendment and this Amendment, the terms of this Amendment shall prevail.


IN WITNESS WHEREOF, each of the parties has caused this instrument to be executed in its name and on its behalf by its duly authorized representative under seal as of the date first above written.

EACH AIM ENTITY SET FORTH IN APPENDIX A
ATTACHED HERETO

By: /s/ Philip A. Taylor
    ------------------------------------
Name: Philip A. Taylor
Title: President

STATE STREET BANK AND TRUST COMPANY

By: /s/ Joseph L. Hooley
    ------------------------------------
    Joseph L. Hooley
    Executive Vice President


APPENDIX A
TO
AIM MASTER CUSTODIAN CONTRACT
DATED: MAY 1, 2000
(as revised November 8, 2006)

AIM CORE ALLOCATION PORTFOLIO SERIES

- Series C

- Series M

AIM EQUITY FUNDS

- AIM Capital Development Fund

- AIM Charter Fund

- AIM Constellation Fund

- AIM Diversified Dividend Fund

- AIM Large Cap Basic Value Fund

- AIM Large Cap Growth Fund

- AIM Select Basic Value Fund

AIM FUNDS GROUP

- AIM Basic Balanced Fund

- AIM European Small Company Fund

- AIM Global Value Fund

- AIM International Small Company Fund

- AIM Mid Cap Basic Value Fund

- AIM Select Equity Fund

- AIM Small Cap Equity Fund

AIM GROWTH SERIES

- AIM Basic Value Fund

- AIM Conservative Allocation Fund

- AIM Global Equity Fund

- AIM Growth Allocation Fund

- AIM Income Allocation Fund

- AIM International Allocation Fund

- AIM Mid Cap Core Equity Fund

- AIM Moderate Allocation Fund

- AIM Moderate Growth Allocation Fund

- AIM Moderately Conservative Allocation Fund

- AIM Small Cap Growth Fund

AIM INTERNATIONAL MUTUAL FUNDS

- AIM Asia Pacific Growth Fund

- AIM European Growth Fund

- AIM Global Aggressive Growth Fund

- AIM Global Growth Fund

- AIM International Core Equity Fund

- AIM International Growth Fund

AIM INVESTMENT FUNDS


- AIM China Fund

- AIM Developing Markets Fund

- AIM Enhanced Short Bond Fund

- AIM Global Health Care Fund

- AIM International Bond Fund

- AIM Japan Fund

- AIM Trimark Fund

- AIM Trimark Endeavor Fund

- AIM Trimark Small Companies Fund

AIM INVESTMENT SECURITIES FUNDS

- AIM Global Real Estate Fund

- AIM High Yield Fund

- AIM Income Fund

- AIM Intermediate Government Fund

- AIM Real Estate Fund

- AIM Short Term Bond Fund

- AIM Total Return Bond Fund

AIM SELECT REAL ESTATE INCOME FUND

AIM SPECIAL OPPORTUNITIES FUNDS

- AIM Opportunities I Fund

- AIM Opportunities II Fund

- AIM Opportunities III Fund

AIM SUMMIT FUND


AIM VARIABLE INSURANCE FUNDS

- AIM V.I. Basic Balanced Fund

- AIM V.I. Basic Value Fund

- AIM V.I. Capital Appreciation Fund

- AIM V.I. Capital Development Fund

- AIM V.I. Core Equity Fund

- AIM V.I. Demographic Trends Fund

- AIM V.I. Diversified Dividend Fund

- AIM V.I. Diversified Income Fund

- AIM V.I. Dynamics Fund

- AIM V.I. Financial Services Fund

- AIM V.I. Global Equity Fund

- AIM V.I. Global Health Care Fund

- AIM V.I. Global Real Estate Fund

- AIM V.I. Government Securities Fund

- AIM V.I. High Yield Fund

- AIM V.I. International Core Equity Fund

- AIM V.I. International Growth Fund

- AIM V.I. Large Cap Growth Fund

- AIM V.I. Leisure Fund

- AIM V.I. Mid Cap Core Equity Fund

- AIM V.I. Small Cap Equity Fund

- AIM V.I. Small Cap Growth Fund

- AIM V.I. Technology Fund

- AIM V.I. Utilities Fund


AMENDMENT NO. 1

TO

SECOND AMENDED AND RESTATED
MASTER ADMINISTRATIVE SERVICES AGREEMENT

The Second Amended and Restated Master Administrative Services Agreement (the "Agreement"), dated July 1, 2006, 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 six new portfolios - AIM Independence Now Fund , AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund;

NOW, THEREFORE, 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

                                                 EFFECTIVE DATE
PORTFOLIOS                                        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 31, 2005
AIM Independence Now Fund                     January 31, 2007
AIM Independence 2010 Fund                    January 31, 2007
AIM Independence 2020 Fund                    January 31, 2007
AIM Independence 2030 Fund                    January 31, 2007
AIM Independence 2040 Fund                    January 31, 2007
AIM Independence 2050 Fund                    January 31, 2007
AIM International Allocation Fund             October 31, 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: January 31, 2007

A I M ADVISORS, INC.

Attest: /s/ Stephen R. Rimes            By: /s/ Philip A. Taylor
        -----------------------------       ------------------------------------
        Assistant Secretary                 Philip A. Taylor
                                            President

(SEAL)

                                        AIM GROWTH SERIES


Attest: /s/ Stephen R. Rimes            By: /s/ Philip A. Taylor
        -----------------------------       ------------------------------------
        Assistant Secretary                 Philip A. Taylor
                                            President

(SEAL)

2

SECOND AMENDED AND RESTATED
MEMORANDUM OF AGREEMENT

This Second Amended and Restated Memorandum of Agreement is entered into as of the dates indicated on Exhibit "A" between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust (each a "Fund" and collectively, the "Funds"), on behalf of the portfolios listed on Exhibit "A" to this Memorandum of Agreement (the "Portfolios"), and A I M Advisors, Inc. ("AIM"). This Memorandum of Agreement restates the Memorandum of Agreement previously in effect prior to March 9, 2007 and entered into as of the effective dates indicated on Exhibit "A" between AIM Equity Funds, AIM Floating Rate Fund, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Select Real Estate Income Fund, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, on behalf of the portfolios listed on Exhibit "A" to this Memorandum of Agreement, and 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 Funds and AIM agree as follows:

1. Each Fund, for itself and its Portfolios, and AIM agree that until the expiration date, if any, of the commitment set forth on the attached Exhibit "A" occurs, as such Exhibit "A" is amended from time to time, AIM will not charge any administrative fee under each Portfolio's advisory agreement in connection with securities lending activities.

2. Neither a Fund nor AIM may remove or amend the fee waivers to a Fund's detriment prior to requesting and receiving the approval of the Portfolio's Board to remove or amend such fee waiver as described on the attached Exhibit "A". AIM will not have any right to reimbursement of any amount so waived.

Unless a Fund, by vote of its Board of Trustees, or AIM terminates the fee waiver, or a Fund and AIM are unable to reach an agreement on the amount of the fee waiver to which the Fund and AIM desire to be bound, the fee waiver will continue indefinitely with respect to such Fund. Exhibit "A" will be amended to reflect the new date through which a Fund and AIM agree to be bound.

Nothing in this Memorandum of Agreement is intended to affect any other memorandum of agreement executed by any Fund or AIM with respect to any other fee waivers, expense reimbursements and/or expense limitations.

1

IN WITNESS WHEREOF, each Fund, on behalf of itself and its Portfolios listed in Exhibit "A" to this Memorandum of Agreement, and AIM have entered into this Memorandum of Agreement as of the dates indicated on Exhibit "A".

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 TAX-EXEMPT FUNDS
AIM VARIABLE INSURANCE FUNDS

By: /s/ John M. Zerr
    ------------------------------------
Title: Senior Vice President

AIM TREASURER'S SERIES TRUST
SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS TRUST

By: /s/ Karen Dunn Kelley
    ------------------------------------
Title: President

A I M ADVISORS, INC.

By: /s/ John M. Zerr
    ------------------------------------
Title: Senior Vice President

2

EXHIBIT "A"

AIM COUNSELOR SERIES TRUST

PORTFOLIO                                EFFECTIVE DATE     COMMITTED UNTIL*
---------                              ------------------   ----------------
AIM Advantage Health Sciences Fund      November 25, 2003
AIM Floating Rate Fund                   April 14, 2006
AIM Multi-Sector Fund                   November 25, 2003
AIM Select Real Estate Income Fund        March 9, 2007
AIM Structured Core Fund                 March 31, 2006
AIM Structured Growth Fund               March 31, 2006
AIM Structured Value Fund                March 31, 2006

AIM EQUITY FUNDS

PORTFOLIO                                EFFECTIVE DATE     COMMITTED UNTIL*
---------                              ------------------   ----------------
AIM Capital Development Fund              June 21, 2000
AIM Charter Fund                          June 21, 2000
AIM Constellation Fund                    June 21, 2000
AIM Diversified Dividend Fund           December 28, 2001
AIM Large Cap Basic Value Fund            June 21, 2000
AIM Large Cap Growth Fund                 June 21, 2000

AIM FUNDS GROUP

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM Basic Balanced Fund                September 28, 2001
AIM European Small Company Fund          August 30, 2000
AIM Global Value Fund                   December 27, 2000
AIM International Small Company Fund     August 30, 2000
AIM Mid Cap Basic Value Fund            December 27, 2001
AIM Select Equity Fund                    June 1, 2000
AIM Small Cap Equity Fund                August 30, 2000

AIM GROWTH SERIES

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM Basic Value Fund                      June 5, 2000
AIM Global Equity Fund                  September 1, 2001
AIM Mid Cap Core Equity Fund            September 1, 2001
AIM Small Cap Growth Fund              September 11, 2000

* Committed until the Company or AIM requests and receives the approval of the Company's Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Fund

** Effective March 9, 2007, AIM Select Real Estate Income Fund, formerly the sole series of AIM Select Real Estate Income Fund, was restructured as a series of AIM Counselor Series Trust.

A-1

AIM INTERNATIONAL MUTUAL FUNDS

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM Asia Pacific Growth Fund              June 21, 2000
AIM European Growth Fund                  June 21, 2000
AIM Global Aggressive Growth Fund         June 21, 2000
AIM Global Growth Fund                    June 21, 2000
AIM International Growth Fund             June 21, 2000
AIM International Core Equity Fund      November 25, 2003

AIM INVESTMENT FUNDS

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM China Fund                           March 31, 2006
AIM Developing Markets Fund             September 1, 2001
AIM Global Health Care Fund             September 1, 2001
AIM International Total Return Fund      March 31, 2006
AIM Japan Fund                           March 31, 2006
AIM LIBOR Alpha Fund                     March 31, 2006
AIM Trimark Endeavor Fund               November 4, 2003
AIM Trimark Fund                        November 4, 2003
AIM Trimark Small Companies Fund        November 4, 2003

AIM INVESTMENT SECURITIES FUNDS

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM Global Real Estate Fund              April 29, 2005
AIM High Yield Fund                       June 1, 2000
AIM Income Fund                           June 1, 2000
AIM Intermediate Government Fund          June 1, 2000
AIM Limited Maturity Treasury Fund        June 1, 2000
AIM Money Market Fund                     June 1, 2000
AIM Municipal Bond Fund                   June 1, 2000
AIM Real Estate Fund                   September 11, 2000
AIM Short Term Bond Fund                 August 29, 2002
AIM Total Return Bond Fund              December 28, 2001

* Committed until the Company or AIM requests and receives the approval of the Company's Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Fund.

A-2

AIM SECTOR FUNDS

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM Energy Fund                         November 25, 2003
AIM Financial Services Fund             November 25, 2003
AIM Gold & Precious Metals Fund         November 25, 2003
AIM Leisure Fund                        November 25, 2003
AIM Technology Fund                     November 25, 2003
AIM Utilities Fund                      November 25, 2003

AIM STOCK FUNDS

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM Dynamics Fund                       November 25, 2003
AIM S&P 500 Index Fund                  November 25, 2003

AIM SUMMIT FUND

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM Summit Fund                           July 24, 2000

AIM TAX-EXEMPT FUNDS

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM High Income Municipal Fund            June 1, 2000
AIM Tax-Exempt Cash Fund                  June 1, 2000
AIM Tax-Free Intermediate Fund            June 1, 2000

AIM TREASURER'S SERIES TRUST

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
Premier Portfolio                       November 25, 2003
Premier Tax-Exempt Portfolio            November 25, 2003
Premier U.S. Government Money           November 25, 2003
Portfolio

* Committed until the Company or AIM requests and receives the approval of the Company's Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Fund.

A-3

AIM VARIABLE INSURANCE FUNDS

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
AIM V.I. Basic Balanced Fund               May 1, 2000
AIM V.I. Basic Value Fund              September 10, 2001
AIM V.I. Capital Appreciation Fund         May 1, 2000
AIM V.I. Capital Development Fund          May 1, 2000
AIM V.I. Core Equity Fund                  May 1, 2000
AIM V.I. Diversified Income Fund           May 1, 2000
AIM V.I. Dynamics Fund                   April 30, 2004
AIM V.I. Financial Services Fund         April 30, 2004
AIM V.I. Global Health Care Fund         April 30, 2004
AIM V.I. Global Real Estate Fund         April 30, 2004
AIM V.I. Government Securities Fund        May 1, 2000
AIM V.I. High Yield Fund                   May 1, 2000
AIM V.I. International Growth Fund         May 1, 2000
AIM V.I. Large Cap Growth Fund          September 1, 2003
AIM V.I. Leisure Fund                    April 30, 2004
AIM V.I. Mid Cap Core Equity Fund      September 10, 2001
AIM V.I. Money Market Fund                 May 1, 2000
AIM V.I. Small Cap Equity Fund          September 1, 2003
AIM V.I. Small Cap Growth Fund           April 30, 2004
AIM V.I. Technology Fund                 April 30, 2004
AIM V.I. Utilities Fund                  April 30, 2004

SHORT-TERM INVESTMENTS TRUST

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
Government & Agency Portfolio             June 1, 2000
Government TaxAdvantage Portfolio         June 1, 2000
Treasury Portfolio                        June 1, 2000
Liquid Assets Portfolio                   June 1, 2000
STIC Prime Portfolio                      June 1, 2000

TAX-FREE INVESTMENTS TRUST

FUND                                     EFFECTIVE DATE     COMMITTED UNTIL*
----                                   ------------------   ---------------
Tax-Free Cash Reserve Portfolio           June 1, 2000

* Committed until the Company or AIM requests and receives the approval of the Company's Board to remove or amend such fee waiver. Such commitments are evergreen until amended and apply to each Fund.

A-4

MEMORANDUM OF AGREEMENT
(EXPENSE LIMITATIONS)

This Memorandum of Agreement is entered into as of the Effective Date on the attached exhibits (the "Exhibits"), between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Stock Funds, AIM Tax-Exempt 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 January 31, 2007 between AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Stock Funds, AIM Tax-Exempt Funds, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust. AIM shall and hereby agrees to waive fees or reimburse expenses of each Fund, on behalf of its respective classes as applicable, severally and not jointly, as indicated in the attached Exhibits.

For and in consideration of the mutual terms and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Trusts and AIM agree as follows:

For the Contractual Limits (listed in Exhibits A - E), the Trusts and AIM agree until at least the date set forth on the attached Exhibits A - E (the "Expiration Date") that AIM will waive its fees or reimburse expenses to the extent that expenses of a class of a Fund (excluding (i) interest; (ii) taxes;
(iii) dividend expense on short sales; (iv) extraordinary items; (v) expenses related to a merger or reorganization, as approved by the Funds' Board of Trustees; and (vi) expenses that each Fund has incurred but did not actually pay because of an expense offset arrangement, if applicable) exceed the rate, on an annualized basis, set forth on the Exhibits of the average daily net assets allocable to such class. With regard to the Contractual Limits, the Board of Trustees and AIM may terminate or modify this Memorandum of Agreement prior to the Expiration Date only by mutual written consent. AIM will not have any right to reimbursement of any amount so waived or reimbursed.

For the Contractual Limits, each of the Trusts and AIM agree to review the then-current expense limitations for each class of each Fund listed on the Exhibits on a date prior to the Expiration Date to determine whether such limitations should be amended, continued or terminated. The expense limitations will expire upon the Expiration Date unless the Trust and AIM have agreed to continue them. The Exhibits will be amended to reflect any such agreement.

For the Voluntary Limits (listed in Exhibits A - E), the Trusts and AIM agree that these are not contractual in nature and that AIM may establish, amend and/or terminate such expense limitations at any time in its sole discretion after consultation with the Funds' Board of Trustees. Any delay or failure by AIM to update this Memorandum of Agreement with regards to the terminations, extensions, or expirations of the Voluntary Limits shall have no effect on the term of such Voluntary Limitations; the Voluntary Limitations are listed herein for informational purposes only.

It is expressly agreed that the obligations of each Trust hereunder shall not be binding upon any of the Trustees, shareholders, nominees, officers, agents or employees of the Trusts personally, but shall only bind the assets and property of each Fund, as provided in each Trust's Agreement and Declaration of Trust. The execution and delivery of this Memorandum of Agreement have been authorized by the Trustees of the Trusts, and this Memorandum of Agreement has been executed and delivered by an authorized officer of the Trusts acting as such; neither such authorization by such Trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually or to impose any liability on any of them personally, but shall bind only the assets and property of the Funds, as provided in each Trust's Agreement and Declaration of Trust.

1

IN WITNESS WHEREOF, each of the Trusts and AIM have entered into this Memorandum of Agreement as of the Effective Date on the attached Exhibits.

AIM COUNSELOR SERIES TRUST
AIM EQUITY FUNDS
AIM FUNDS GROUP
AIM GROWTH SERIES
AIM INVESTMENT FUNDS
AIM INVESTMENT SECURITIES FUNDS
AIM SECTOR FUNDS
AIM STOCK FUNDS
AIM TAX-EXEMPT FUNDS
AIM VARIABLE INSURANCE FUNDS
on behalf of the Funds listed in the
Exhibits to this Memorandum of Agreement

By: /s/ John M. Zerr
    ------------------------------------
Title: Senior Vice President

SHORT-TERM INVESTMENTS TRUST
TAX-FREE INVESTMENTS TRUST
on behalf of the Funds listed in the
Exhibits to this Memorandum of Agreement

By: /s/ Karen Dunn Kelley
    ------------------------------------
Title: President

A I M Advisors, Inc.

By: /s/ John M. Zerr
    ------------------------------------
Title: Senior Vice President

2

as of April 1, 2007

EXHIBIT "A" - RETAIL FUNDS(1)

FUNDS WITH FISCAL YEAR END OF MARCH 31

AIM SECTOR FUNDS

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
AIM Energy Fund
   Class A Shares                 Voluntary       1.55%        July 1, 2005         N/A(2)
   Class B Shares                 Voluntary       2.30%      August 12, 2003        N/A(2)
   Class C Shares                 Voluntary       2.30%      August 12, 2003        N/A(2)
   Investor Class Shares          Voluntary       1.55%       April 1, 2005         N/A(2)
   Institutional Class Shares     Voluntary       1.30%      January 31, 2006       N/A(2)

AIM Financial Services Fund
   Class A Shares                 Voluntary       1.30%        July 1, 2005         N/A(2)
   Class B Shares                 Voluntary       2.05%      August 12, 2003        N/A(2)
   Class C Shares                 Voluntary       2.05%       April 1, 2005         N/A(2)
   Investor Class Shares          Voluntary       1.30%       April 1, 2005         N/A(2)

AIM Leisure Fund
   Class A Shares                 Voluntary       1.40%        July 1, 2005         N/A(2)
   Class B Shares                 Voluntary       2.15%      August 12, 2003        N/A(2)
   Class C Shares                 Voluntary       2.15%       April 1, 2005         N/A(2)
   Class R Shares                 Voluntary       1.65%      October 25, 2005       N/A(2)
   Investor Class Shares          Voluntary       1.40%       April 1, 2005         N/A(2)

AIM Technology Fund
   Class A Shares                Contractual      1.55%        July 1, 2005     June 30, 2007
   Class B Shares                Contractual      2.30%        July 1, 2005     June 30, 2007
   Class C Shares                Contractual      2.30%        July 1, 2005     June 30, 2007
   Investor Class Shares         Contractual      1.55%        July 1, 2005     June 30, 2007
   Institutional Class Shares    Contractual      1.30%        July 1, 2005     June 30, 2007

AIM Utilities Fund
   Class A Shares                Contractual      1.30%       April 1, 2006     June 30, 2007
   Class B Shares                Contractual      2.05%       April 1, 2006     June 30, 2007
   Class C Shares                Contractual      2.05%       April 1, 2006     June 30, 2007
   Investor Class Shares         Contractual      1.30%       April 1, 2006     June 30, 2007
   Institutional Class Shares    Contractual      1.05%       April 1, 2006     June 30, 2007

AIM TAX-EXEMPT FUNDS

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
AIM High Income Municipal
   Fund
   Class A Shares                 Voluntary       0.70%       April 1, 2007         N/A(2)
   Class B Shares                 Voluntary       1.45%       April 1, 2007         N/A(2)
   Class C Shares                 Voluntary       1.45%       April 1, 2007         N/A(2)
   Institutional Class Shares     Voluntary       0.45%       April 1, 2007         N/A(2)

See page 8 for footnotes to Exhibit A.

3

as of April 1, 2007

FUNDS WITH FISCAL YEAR END OF JULY 31

AIM INVESTMENT SECURITIES FUNDS

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                              VOLUNTARY    LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
AIM Global Real Estate Fund
   Class A Shares                Contractual      1.40%        July 1, 2005     June 30, 2007
   Class B Shares                Contractual      2.15%       April 29, 2005    June 30, 2007
   Class C Shares                Contractual      2.15%       April 29, 2005    June 30, 2007
   Class R Shares                Contractual      1.65%       April 29, 2005    June 30, 2007
   Institutional Class Shares    Contractual      1.15%       April 29, 2005    June 30, 2007

AIM Short Term Bond Fund
   Class A Shares                Contractual      0.85%        July 1, 2005     June 30, 2007
   Class C Shares                Contractual      1.10%(3)   February 1, 2006   June 30, 2007
   Class R Shares                Contractual      1.10%      August 30, 2002    June 30, 2007
   Institutional Class Shares    Contractual      0.60%      August 30, 2002    June 30, 2007

AIM Total Return Bond Fund
   Class A Shares                Contractual      1.15%        July 1, 2005     June 30, 2007
   Class B Shares                Contractual      1.90%        July 1, 2002     June 30, 2007
   Class C Shares                Contractual      1.90%        July 1, 2002     June 30, 2007
   Class R Shares                Contractual      1.40%        July 1, 2002     June 30, 2007
   Institutional Class Shares    Contractual      0.90%        July 1, 2002     June 30, 2007

AIM Total Return Bond Fund
   Class A Shares                 Voluntary       1.00%        July 1, 2002         N/A(2)
   Class B Shares                 Voluntary       1.75%        July 1, 2002         N/A(2)
   Class C Shares                 Voluntary       1.75%        July 1, 2002         N/A(2)
   Class R Shares                 Voluntary       1.25%       April 30, 2004        N/A(2)
   Institutional Class Shares     Voluntary       0.75%       April 30, 2004        N/A(2)

AIM STOCK FUNDS

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                              VOLUNTARY    LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
AIM Dynamics Fund
   Class A Shares                 Voluntary       1.20%        July 1, 2005         N/A(2)
   Class B Shares                 Voluntary       1.95%      August 12, 2003        N/A(2)
   Class C Shares                 Voluntary       1.95%      August 12, 2003        N/A(2)
   Class R Shares                 Voluntary       1.45%      October 25, 2005       N/A(2)
   Investor Class Shares          Voluntary       1.20%      August 12, 2003        N/A(2)
   Institutional Class Shares     Voluntary       0.95%      August 12, 2003        N/A(2)

AIM S&P 500 Index Fund
   Investor Class Shares         Contractual      0.60%       August 1, 2005    June 30, 2007
   Institutional Class Shares    Contractual      0.35%      August 12, 2003    June 30, 2007

See page 8 for footnotes to Exhibit A.

4

as of April 1, 2007

FUNDS WITH FISCAL YEAR END OF AUGUST 31

AIM COUNSELOR SERIES TRUST

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
AIM Floating Rate Fund
   Class A Shares                 Voluntary       1.50%       April 14, 2006        N/A(2)
   Class B1 Shares                Voluntary       1.50%        May 1, 1997          N/A(2)
   Class C Shares                 Voluntary       2.00%       April 14, 2006        N/A(2)
   Class R Shares                 Voluntary       1.75%       April 14, 2006        N/A(2)
   Institutional Class Shares     Voluntary       1.25%       April 14, 2006        N/A(2)

AIM Structured Core Fund
   Class A                       Contractual      1.00%       March 31, 2006    June 30, 2007
   Class B                       Contractual      1.75%       March 31, 2006    June 30, 2007
   Class C                       Contractual      1.75%       March 31, 2006    June 30, 2007
   Class R                       Contractual      1.25%       March 31, 2006    June 30, 2007
   Institutional Class           Contractual      0.75%       March 31, 2006    June 30, 2007

AIM Structured Growth Fund
   Class A                       Contractual      1.00%       March 31, 2006    June 30, 2007
   Class B                       Contractual      1.75%       March 31, 2006    June 30, 2007
   Class C                       Contractual      1.75%       March 31, 2006    June 30, 2007
   Class R                       Contractual      1.25%       March 31, 2006    June 30, 2007
   Institutional Class           Contractual      0.75%       March 31, 2006    June 30, 2007

AIM Structured Value Fund
   Class A                       Contractual      1.00%       March 31, 2006    June 30, 2007
   Class B                       Contractual      1.75%       March 31, 2006    June 30, 2007
   Class C                       Contractual      1.75%       March 31, 2006    June 30, 2007
   Class R                       Contractual      1.25%       March 31, 2006    June 30, 2007
   Institutional Class           Contractual      0.75%       March 31, 2006    June 30, 2007

FUNDS WITH FISCAL YEAR END OF OCTOBER 31

AIM EQUITY FUNDS

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
AIM Capital Development Fund
   Class A Shares                 Voluntary       1.55%       July 18, 2005         N/A(2)
   Class B Shares                 Voluntary       2.30%       July 18, 2005         N/A(2)
   Class C Shares                 Voluntary       2.30%       July 18, 2005         N/A(2)
   Class R Shares                 Voluntary       1.80%       July 18, 2005         N/A(2)
   Investor Class Shares          Voluntary       1.55%       July 18, 2005         N/A(2)
   Institutional Class Shares     Voluntary       1.30%       July 18, 2005         N/A(2)

AIM Diversified Dividend Fund
   Class A Shares                Contractual      1.40%        July 1, 2005     June 30, 2007
   Class B Shares                Contractual      2.15%        May 2, 2003      June 30, 2007
   Class C Shares                Contractual      2.15%        May 2, 2003      June 30, 2007
   Class R Shares                Contractual      1.65%      October 25, 2005   June 30, 2007
   Investor Class Shares         Contractual      1.40%       July 15, 2005     June 30, 2007
   Institutional Class Shares    Contractual      1.15%      October 25, 2005   June 30, 2007

See page 8 for footnotes to Exhibit A.

5

as of April 1, 2007

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
AIM Diversified Dividend Fund
   Class A Shares                 Voluntary       1.00%        May 2, 2003          N/A(2)
   Class B Shares                 Voluntary       1.65%        May 2, 2003          N/A(2)
   Class C Shares                 Voluntary       1.65%        May 2, 2003          N/A(2)
   Class R Shares                 Voluntary       1.25%      October 25, 2005       N/A(2)
   Investor Class Shares          Voluntary       1.00%       July 15, 2005         N/A(2)
   Institutional Class Shares     Voluntary       0.75%      October 25, 2005       N/A(2)

AIM Large Cap Basic Value Fund
   Class A Shares                Contractual      1.22%        July 1, 2005     June 30, 2007
   Class B Shares                Contractual      1.97%        July 1, 2005     June 30, 2007
   Class C Shares                Contractual      1.97%        July 1, 2005     June 30, 2007
   Class R Shares                Contractual      1.47%        July 1, 2005     June 30, 2007
   Investor Class Shares         Contractual      1.22%        July 1, 2005     June 30, 2007
   Institutional Class Shares    Contractual      0.97%        July 1, 2005     June 30, 2007

AIM Large Cap Growth Fund
   Class A Shares                Contractual      1.32%        July 1, 2005     June 30, 2007
   Class B Shares                Contractual      2.07%        July 1, 2005     June 30, 2007
   Class C Shares                Contractual      2.07%        July 1, 2005     June 30, 2007
   Class R Shares                Contractual      1.57%        July 1, 2005     June 30, 2007
   Investor Class Shares         Contractual      1.32%        July 1, 2005     June 30, 2007
   Institutional Class Shares    Contractual      1.07%        July 1, 2005     June 30, 2007

AIM INVESTMENT FUNDS

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
AIM China Fund
   Class A Shares                Contractual      2.05%       March 31, 2006    June 30, 2007
   Class B Shares                Contractual      2.80%       March 31, 2006    June 30, 2007
   Class C Shares                Contractual      2.80%       March 31, 2006    June 30, 2007
   Institutional Class Shares    Contractual      1.80%       March 31, 2006    June 30, 2007

See page 8 for footnotes to Exhibit A.

6

as of April 1, 2007

                                CONTRACTUAL/     EXPENSE     EFFECTIVE DATE OF     EXPIRATION
FUND                              VOLUNTARY    LIMITATION      CURRENT LIMIT          DATE
----                            ------------   ----------   ------------------   -------------
AIM Developing Markets Fund
   Class A Shares                Contractual      1.75%        July 1, 2005      June 30, 2007
   Class B Shares                Contractual      2.50%        July 1, 2002      June 30, 2007
   Class C Shares                Contractual      2.50%        July 1, 2002      June 30, 2007
   Institutional Class Shares    Contractual      1.50%      October 25, 2005    June 30, 2007

AIM Global Health Care Fund
   Class A Shares                 Voluntary       1.30%        July 18, 2005         N/A(2)
   Class B Shares                 Voluntary       2.05%        July 18, 2005         N/A(2)
   Class C Shares                 Voluntary       2.05%        July 18, 2005         N/A(2)
   Investor Class Shares          Voluntary       1.30%        July 18, 2005         N/A(2)

AIM International Total
   Return Fund
   Class A Shares                Contractual      1.10%       March 31, 2006     June 30, 2007
   Class B Shares                Contractual      1.85%       March 31, 2006     June 30, 2007
   Class C Shares                Contractual      1.85%       March 31, 2006     June 30, 2007
   Institutional Class Shares    Contractual      0.85%       March 31, 2006     June 30, 2007

AIM Japan Fund
   Class A Shares                Contractual      1.70%       March 31, 2006     June 30, 2007
   Class B Shares                Contractual      2.45%       March 31, 2006     June 30, 2007
   Class C Shares                Contractual      2.45%       March 31, 2006     June 30, 2007
   Institutional Class Shares    Contractual      1.45%       March 31, 2006     June 30, 2007

AIM LIBOR Alpha Fund
   Class A Shares                Contractual      0.85%       March 31, 2006     June 30, 2007
   Class C Shares                Contractual      1.10%(3)    March 31, 2006     June 30, 2007
   Class R Shares                Contractual      1.10%       March 31, 2006     June 30, 2007
   Institutional Class Shares    Contractual      0.60%       March 31, 2006     June 30, 2007

AIM Trimark Endeavor Fund
   Class A Shares                Contractual      1.90%        July 1, 2005      June 30, 2007
   Class B Shares                Contractual      2.65%      November 1, 2004    June 30, 2007
   Class C Shares                Contractual      2.65%      November 1, 2004    June 30, 2007
   Class R Shares                Contractual      2.15%      November 1, 2004    June 30, 2007
   Institutional Class Shares    Contractual      1.65%      November 1, 2004    June 30, 2007

AIM Trimark Fund
   Class A Shares                Contractual      2.15%        July 1, 2005      June 30, 2007
   Class B Shares                Contractual      2.90%      November 1, 2004    June 30, 2007
   Class C Shares                Contractual      2.90%      November 1, 2004    June 30, 2007
   Class R Shares                Contractual      2.40%      November 1, 2004    June 30, 2007
   Institutional Class Shares    Contractual      1.90%      November 1, 2004    June 30, 2007

AIM Trimark Small Companies
   Fund
   Class A Shares                Contractual      1.50%     September 30, 2005   June 30, 2007
   Class B Shares                Contractual      2.25%     September 30, 2005   June 30, 2007
   Class C Shares                Contractual      2.25%     September 30, 2005   June 30, 2007
   Class R Shares                Contractual      1.75%     September 30, 2005   June 30, 2007
   Institutional Class Shares    Contractual      1.25%     September 30, 2005   June 30, 2007

See page 8 for footnotes to Exhibit A.

7

as of April 1, 2007

FUNDS WITH FISCAL YEAR END OF DECEMBER 31

AIM FUNDS GROUP

                                CONTRACTUAL/     EXPENSE     EFFECTIVE DATE OF     EXPIRATION
FUND                              VOLUNTARY    LIMITATION      CURRENT LIMIT          DATE
----                            ------------   ----------   ------------------   -------------
AIM Basic Balanced Fund
   Class A Shares                 Voluntary       1.25%        July 18, 2005         N/A(2)
   Class B Shares                 Voluntary       2.00%        July 18, 2005         N/A(2)
   Class C Shares                 Voluntary       2.00%        July 18, 2005         N/A(2)
   Class R. Shares                Voluntary       1.50%        July 18, 2005         N/A(2)
   Investor Class Shares          Voluntary       1.25%        July 18, 2005         N/A(2)
   Institutional Class Shares     Voluntary       1.00%        July 18, 2005         N/A(2)

AIM European Small Company
   Fund
   Class A Shares                Contractual      1.90%        July 1, 2005      June 30, 2007
   Class B Shares                Contractual      2.65%         May 1, 2002      June 30, 2007
   Class C Shares                Contractual      2.65%         May 1, 2002      June 30, 2007

AIM Global Value Fund
   Class A Shares                Contractual      1.90%        July 1, 2005      June 30, 2007
   Class B Shares                Contractual      2.65%         May 1, 2002      June 30, 2007
   Class C Shares                Contractual      2.65%         May 1, 2002      June 30, 2007
   Institutional Class Shares    Contractual      1.65%         May 1, 2002      June 30, 2007

AIM Mid Cap Basic Value Fund
   Class A Shares                 Voluntary       1.70%        July 1, 2005          N/A(2)
   Class B Shares                 Voluntary       2.45%      December 31, 2001       N/A(2)
   Class C Shares                 Voluntary       2.45%      December 31, 2001       N/A(2)
   Class R Shares                 Voluntary       1.95%      December 31, 2001       N/A(2)
   Institutional Class Shares     Voluntary       1.45%      December 31, 2001       N/A(2)

AIM GROWTH SERIES

                                CONTRACTUAL/     EXPENSE     EFFECTIVE DATE OF     EXPIRATION
FUND                              VOLUNTARY    LIMITATION      CURRENT LIMIT          DATE
----                            ------------   ----------   ------------------   -------------
AIM Small Cap Growth Fund
   Class A Shares                 Voluntary       1.50%       April 10, 2006         N/A(2)
   Class B Shares                 Voluntary       2.25%       April 10, 2006         N/A(2)
   Class C Shares                 Voluntary       2.25%       April 10, 2006         N/A(2)
   Class R Shares                 Voluntary       1.75%       April 10, 2006         N/A(2)
   Investor Class Shares          Voluntary       1.50%       April 10, 2006         N/A(2)
   Institutional Class Shares     Voluntary       1.25%       April 10, 2006         N/A(2)

AIM Global Equity Fund
   Class A Shares                Contractual      1.75%        July 1, 2005      June 30, 2007
   Class B Shares                Contractual      2.50%       August 27, 1999    June 30, 2007
   Class C Shares                Contractual      2.50%       August 27, 1999    June 30, 2007
   Class R Shares                Contractual      2.00%       August 27, 1999    June 30, 2007
   Institutional Class Shares    Contractual      1.50%       August 27, 1999    June 30, 2007

(1) The total operating expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the amount established for Class A Shares plus the difference between the new class 12b-1 rate and the Class A 12b-1 rate.

(2) AIM may establish, amend or terminate voluntary waivers at any time in its sole discretion after consultation with the Trust.

(3) The expense limit shown is the expense limit after Rule 12b-1 fee waivers by A I M Distributors, Inc.

8

as of April 1, 2007

EXHIBIT "B" - ASSET ALLOCATION FUNDS(1)

AIM GROWTH SERIES

                                CONTRACTUAL/            EXPENSE             EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY            LIMITATION(2)           CURRENT LIMIT          DATE
----                            ------------   --------------------------   -----------------   -------------
AIM Conservative Allocation
   Fund
   Class A Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.23% of average daily net
                                               assets

   Class B Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.23% of average daily net
                                               assets

   Class C Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.23% of average daily net
                                               assets

   Class R Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.23% of average daily net
                                               assets

   Institutional Class Shares   Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.23% of average daily net
                                               assets

AIM Growth Allocation Fund
   Class A Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.21% of average daily net
                                               assets

   Class B Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.21% of average daily net
                                               assets

   Class C Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.21% of average daily net
                                               assets

   Class R Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.21% of average daily net
                                               assets

   Institutional Class Shares   Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.21% of average daily net
                                               assets

AIM Income Allocation Fund
   Class A                      Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.03% of average daily net
                                               assets

   Class B                      Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.03% of average daily net
                                               assets

   Class C                      Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.03% of average daily net
                                               assets

   Class R                      Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.03% of average daily net
                                               assets

   Institutional Class          Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.03% of average daily net
                                               assets

See page 13 for footnotes to Exhibit B.

9

as of April 1, 2007

                                CONTRACTUAL/            EXPENSE             EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY            LIMITATION(2)           CURRENT LIMIT          DATE
----                            ------------   --------------------------   -----------------   -------------
AIM Independence Now Fund
   Class A                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.16% of average daily net
                                               assets

   Class B                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.16% of average daily net
                                               assets

   Class C                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.16% of average daily net
                                               assets

   Class R                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.16% of average daily net
                                               assets

   Institutional Class          Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.16% of average daily net
                                               assets

AIM Independence 2010 Fund
   Class A                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.17% of average daily net
                                               assets

   Class B                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.17% of average daily net
                                               assets

   Class C                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.17% of average daily net
                                               assets

   Class R                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.17% of average daily net
                                               assets

   Institutional Class          Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.17% of average daily net
                                               assets

AIM Independence 2020 Fund
   Class A                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

   Class B                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

   Class C                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

   Class R                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

   Institutional Class          Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

See page 13 for footnotes to Exhibit B.

10

as of April 1, 2007

                                CONTRACTUAL/            EXPENSE             EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY            LIMITATION(2)           CURRENT LIMIT          DATE
----                            ------------   --------------------------   -----------------   -------------
AIM Independence 2030 Fund
   Class A                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

   Class B                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

   Class C                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

   Class R                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

   Institutional Class          Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.24% of average daily net
                                               assets

AIM Independence 2040 Fund
   Class A                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

   Class B                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

   Class C                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

   Class R                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

   Institutional Class          Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

AIM Independence 2050 Fund
   Class A                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

   Class B                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

   Class C                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

   Class R                      Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

   Institutional Class          Contractual    Limit Other Expenses to       January 31, 2007   June 30, 2008
                                               0.28% of average daily net
                                               assets

See page 13 for footnotes to Exhibit B.

11

as of April 1, 2007

                                CONTRACTUAL/            EXPENSE             EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY            LIMITATION(2)           CURRENT LIMIT          DATE
----                            ------------   --------------------------   -----------------   -------------
AIM International Allocation
   Fund
   Class A                      Contractual    Limit Other Expenses to       October 31, 2005   June 30, 2007
                                               0.18% of average daily net
                                               assets

   Class B                      Contractual    Limit Other Expenses to       October 31, 2005   June 30, 2007
                                               0.18% of average daily net
                                               assets

   Class C                      Contractual    Limit Other Expenses to       October 31, 2005   June 30, 2007
                                               0.18% of average daily net
                                               assets

   Class R                      Contractual    Limit Other Expenses to       October 31, 2005   June 30, 2007
                                               0.18% of average daily net
                                               assets

   Institutional Class          Contractual    Limit Other Expenses to       October 31, 2005   June 30, 2007
                                               0.18% of average daily net
                                               assets

AIM Moderate Allocation Fund
   Class A Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.12% of average daily net
                                               assets

   Class B Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.12% of average daily net
                                               assets

   Class C Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.12% of average daily net
                                               assets

   Class R Shares               Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.12% of average daily net
                                               assets

   Institutional Class Shares   Contractual    Limit Other Expenses to       January 1, 2006    June 30, 2007
                                               0.12% of average daily net
                                               assets

AIM Moderate Growth Allocation
   Fund
   Class A Shares               Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.12% of average daily net
                                               assets

   Class B Shares               Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.12% of average daily net
                                               assets

   Class C Shares               Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.12% of average daily net
                                               assets

   Class R Shares               Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.12% of average daily net
                                               assets

   Institutional Class Shares   Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.12% of average daily net
                                               assets

See page 13 for footnotes to Exhibit B.

12

as of April 1, 2007

                                CONTRACTUAL/            EXPENSE             EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY            LIMITATION(2)           CURRENT LIMIT          DATE
----                            ------------   --------------------------   -----------------   -------------
AIM Moderately Conservative
   Allocation Fund
   Class A Shares               Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.14% of average daily net
                                               assets

   Class B Shares               Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.14% of average daily net
                                               assets

   Class C Shares               Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.14% of average daily net
                                               assets

   Class R Shares               Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.14% of average daily net
                                               assets

   Institutional Class Shares   Contractual    Limit Other Expenses to        April 29, 2005    June 30, 2007
                                               0.14% of average daily net
                                               assets

(1) Other expenses of any class of shares established after the date of this Memorandum of Agreement will be limited to the same amount established for Class A shares.

(2) Other Expenses are defined as all normal operating expenses of the fund, excluding management fees and 12b-1 expenses, if any. The expense limitation is subject to the exclusions as listed in the Memorandum of Agreement.

13

as of April 1, 2007

EXHIBIT "C" - INSTITUTIONAL MONEY MARKET FUNDS(1,2)

FUNDS WITH FISCAL YEAR END OF MARCH 31

TAX-FREE INVESTMENTS TRUST

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
Tax-Free Cash Reserve
   Portfolio(3)
   Cash Management Class         Contractual      0.22%       June 30, 2005     June 30, 2007
   Corporate Class               Contractual      0.22%       June 30, 2005     June 30, 2007
   Institutional Class           Contractual      0.22%       June 30, 2005     June 30, 2007
   Personal Investment Class     Contractual      0.22%       June 30, 2005     June 30, 2007
   Private Investment Class      Contractual      0.22%       June 30, 2005     June 30, 2007
   Reserve Class                 Contractual      0.22%       June 30, 2005     June 30, 2007
   Resource Class                Contractual      0.22%       June 30, 2005     June 30, 2007

FUNDS WITH FISCAL YEAR END OF AUGUST 31

SHORT-TERM INVESTMENTS TRUST

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
Government & Agency Portfolio
   Cash Management Class         Contractual      0.12%       June 30, 2005     June 30, 2007
   Corporate Class               Contractual      0.12%       June 30, 2005     June 30, 2007
   Institutional Class           Contractual      0.12%       June 30, 2005     June 30, 2007
   Personal Investment Class     Contractual      0.12%       June 30, 2005     June 30, 2007
   Private Investment Class      Contractual      0.12%       June 30, 2005     June 30, 2007
   Reserve Class                 Contractual      0.12%       June 30, 2005     June 30, 2007
   Resource Class                Contractual      0.12%       June 30, 2005     June 30, 2007

Government TaxAdvantage
   Portfolio
   Cash Management Class         Contractual      0.12%       June 30, 2005     June 30, 2007
   Corporate Class               Contractual      0.12%       June 30, 2005     June 30, 2007
   Institutional Class           Contractual      0.12%       June 30, 2005     June 30, 2007
   Personal Investment Class     Contractual      0.12%       June 30, 2005     June 30, 2007
   Private Investment Class      Contractual      0.12%       June 30, 2005     June 30, 2007
   Reserve Class                 Contractual      0.12%       June 30, 2005     June 30, 2007
   Resource Class                Contractual      0.12%       June 30, 2005     June 30, 2007


Liquid Assets Portfolio
   Cash Management Class         Contractual      0.12%       June 30, 2005     June 30, 2007
   Corporate Class               Contractual      0.12%       June 30, 2005     June 30, 2007
   Institutional Class           Contractual      0.12%       June 30, 2005     June 30, 2007
   Personal Investment Class     Contractual      0.12%       June 30, 2005     June 30, 2007
   Private Investment Class      Contractual      0.12%       June 30, 2005     June 30, 2007
   Reserve Class                 Contractual      0.12%       June 30, 2005     June 30, 2007
   Resource Class                Contractual      0.12%       June 30, 2005     June 30, 2007

See page 15 for footnotes to Exhibit C.

14

as of April 1, 2007

                                CONTRACTUAL/     EXPENSE    EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT          DATE
----                            ------------   ----------   -----------------   -------------
STIC Prime Portfolio
   Cash Management Class         Contractual      0.12%       June 30, 2005     June 30, 2007
   Corporate Class               Contractual      0.12%       June 30, 2005     June 30, 2007
   Institutional Class           Contractual      0.12%       June 30, 2005     June 30, 2007
   Personal Investment Class     Contractual      0.12%       June 30, 2005     June 30, 2007
   Private Investment Class      Contractual      0.12%       June 30, 2005     June 30, 2007
   Reserve Class                 Contractual      0.12%       June 30, 2005     June 30, 2007
   Resource Class                Contractual      0.12%       June 30, 2005     June 30, 2007

Treasury Portfolio
   Cash Management Class         Contractual      0.12%       June 30, 2005     June 30, 2007
   Corporate Class               Contractual      0.12%       June 30, 2005     June 30, 2007
   Institutional Class           Contractual      0.12%       June 30, 2005     June 30, 2007
   Personal Investment Class     Contractual      0.12%       June 30, 2005     June 30, 2007
   Private Investment Class      Contractual      0.12%       June 30, 2005     June 30, 2007
   Reserve Class                 Contractual      0.12%       June 30, 2005     June 30, 2007
   Resource Class                Contractual      0.12%       June 30, 2005     June 30, 2007

(1) The expense limit shown excludes Rule 12b-1 fees.

(2) The expense rate excluding 12b-1 fees of any class of shares established after the date of this Memorandum of Agreement will be the same as existing classes.

(3) The expense limitation also excludes Trustees' fees and federal registration expenses.

15

as of April 1, 2007

EXHIBIT "D" - VARIABLE INSURANCE FUNDS

AIM VARIABLE INSURANCE FUNDS

                                CONTRACTUAL/     EXPENSE     EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT           DATE
----                            ------------   ----------   ------------------   --------------
AIM V.I. Basic Balanced Fund
   Series I Shares               Contractual      0.91%        July 1, 2005      April 30, 2008
   Series II Shares              Contractual      1.16%        July 1, 2005      April 30, 2008

AIM V.I. Basic Value Fund
   Series I Shares               Contractual      1.30%       January 1, 2005    April 30, 2008
   Series II Shares              Contractual      1.45%       January 1, 2005    April 30, 2008

AIM V.I. Capital Appreciation
   Fund
   Series I Shares               Contractual      1.30%       January 1, 2005    April 30, 2008
   Series II Shares              Contractual      1.45%       January 1, 2005    April 30, 2008

AIM V.I. Capital Development
   Fund
   Series I Shares               Contractual      1.30%       January 1, 2005    April 30, 2008
   Series II Shares              Contractual      1.45%       January 1, 2005    April 30, 2008

AIM V.I. Core Equity Fund
   Series I Shares               Contractual      1.30%       January 1, 2005    April 30, 2008
   Series II Shares              Contractual      1.45%       January 1, 2005    April 30, 2008

AIM V.I. Diversified Income
   Fund
   Series I Shares               Contractual      0.75%        July 1, 2005      April 30, 2008
   Series II Shares              Contractual      1.00%        July 1, 2005      April 30, 2008

AIM V.I. Dynamics Fund
   Series I Shares               Contractual      1.30%       April 30, 2004     April 30, 2008
   Series II Shares              Contractual      1.45%       April 30, 2004     April 30, 2008

AIM V.I. Financial Services
   Fund
   Series I Shares               Contractual      1.30%       April 30, 2004     April 30, 2008
   Series II Shares              Contractual      1.45%       April 30, 2004     April 30, 2008

AIM V.I. Global Health Care
   Fund
   Series I Shares               Contractual      1.30%       April 30, 2004     April 30, 2008
   Series II Shares              Contractual      1.45%       April 30, 2004     April 30, 2008

AIM V.I. Global Real Estate
   Fund
   Series I Shares               Contractual      1.30%       April 30, 2004     April 30, 2008
   Series II Shares              Contractual      1.45%       April 30, 2004     April 30, 2008

AIM V.I. Government
   Securities Fund
   Series I Shares               Contractual      0.73%        July 1, 2005      April 30, 2008
   Series II Shares              Contractual      0.98%        July 1, 2005      April 30, 2008

AIM V.I. High Yield Fund
   Series I Shares               Contractual      0.95%        July 1, 2005      April 30, 2008

16

as of April 1, 2007

                                CONTRACTUAL/     EXPENSE     EFFECTIVE DATE OF     EXPIRATION
FUND                             VOLUNTARY     LIMITATION     CURRENT LIMIT           DATE
----                            ------------   ----------   ------------------   --------------
   Series II Shares              Contractual      1.20%       April 30, 2004     April 30, 2008

AIM V.I. International Growth
   Fund
   Series I Shares               Contractual      1.30%       January 1, 2005    April 30, 2008
   Series II Shares              Contractual      1.45%       January 1, 2005    April 30, 2008

AIM V.I. Large Cap Growth
   Fund
   Series I Shares               Contractual      1.01%        July 1, 2005      April 30, 2008
   Series II Shares              Contractual      1.26%        July 1, 2005      April 30, 2008

AIM V.I. Leisure Fund
   Series I Shares               Contractual      1.01%       April 30, 2004     April 30, 2008
   Series II Shares              Contractual      1.26%       April 30, 2004     April 30, 2008

AIM V.I. Mid Cap Core Equity
   Fund
   Series I Shares               Contractual      1.30%     September 10, 2001   April 30, 2008
   Series II Shares              Contractual      1.45%     September 10, 2001   April 30, 2008

AIM V.I. Money Market Fund
   Series I Shares               Contractual      1.30%       January 1, 2005    April 30, 2008
   Series II Shares              Contractual      1.45%       January 1, 2005    April 30, 2008

AIM V.I. Small Cap Equity
   Fund
   Series I Shares               Contractual      1.15%        July 1, 2005      April 30, 2008
   Series II Shares              Contractual      1.40%        July 1, 2005      April 30, 2008

AIM V.I. Small Cap Growth
   Fund
   Series I Shares               Contractual      1.20%        July 1, 2005      April 30, 2008
   Series II Shares              Contractual      1.45%       April 30, 2004     April 30, 2008

AIM V.I. Technology Fund
   Series I Shares               Contractual      1.30%       April 30, 2004     April 30, 2008
   Series II Shares              Contractual      1.45%       April 30, 2004     April 30, 2008

AIM V.I. Utilities Fund
   Series I Shares               Contractual      0.93%     September 23, 2005   April 30, 2008
   Series II Shares              Contractual      1.18%     September 23, 2005   April 30, 2008

17

CONSENT OF COUNSEL

AIM GROWTH SERIES

We hereby consent to the use of our name and to the reference to our firm under the caption "Investment Advisory and Other Services - Other Service Providers - Counsel to the Trust" in the Statements of Additional Information for the retail and institutional classes of AIM Growth Series, which are included in Post-Effective Amendment No. 66 to the Registration Statement under the Securities Act of 1933, as amended (No. 2-57526), and Amendment No. 62 to the Registration Statement under the Investment Company Act of 1940, as amended (No. 811-2699), on Form N-1A of AIM Growth Series.

                                      /s/ Ballard Spahr Andrews & Ingersoll, LLP
                                      ------------------------------------------
                                      Ballard Spahr Andrews & Ingersoll, LLP

Philadelphia, Pennsylvania
April 24, 2007


CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form N-1A of each of our eleven reports each dated February 20, 2007, relating to the financial statements and financial highlights which appear in the December 31, 2006 Annual Reports to Shareholders of 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 (eleven of the funds constituting AIM Growth Series), each of which are also incorporated by reference into the Registration Statement. We also consent to the references to us under the headings "Financial Highlights", "Other Service Providers", and "Examples of Persons to Whom AIM Provides Non-Public Portfolio Holdings on an Ongoing Basis" in such Registration Statement.

PricewaterhouseCoopers LLP
Houston, Texas
April 24, 2007


January 29, 2007

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 six 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
                          ----                             ------         ----
INITIAL INVESTMENT
AIM Independence Now Fund - Class A Shares                 $10.00   January 29, 2007
AIM Independence Now Fund - Class B Shares                 $10.00   January 29, 2007
AIM Independence Now Fund - Class C Shares                 $10.00   January 29, 2007
AIM Independence Now Fund - Class R Shares                 $10.00   January 29, 2007
AIM Independence Now Fund - Institutional Class Shares     $10.00   January 29, 2007

AIM Independence 2010 Fund - Class A Shares                $10.00   January 29, 2007
AIM Independence 2010 Fund - Class B Shares                $10.00   January 29, 2007
AIM Independence 2010 Fund - Class C Shares                $10.00   January 29, 2007
AIM Independence 2010 Fund - Class R Shares                $10.00   January 29, 2007
AIM Independence 2010 Fund - Institutional Class Shares    $10.00   January 29, 2007

AIM Independence 2020 Fund - Class A Shares                $10.00   January 29, 2007
AIM Independence 2020 Fund - Class B Shares                $10.00   January 29, 2007
AIM Independence 2020 Fund - Class C Shares                $10.00   January 29, 2007
AIM Independence 2020 Fund - Class R Shares                $10.00   January 29, 2007
AIM Independence 2020 Fund - Institutional Class Shares    $10.00   January 29, 2007


January 28, 2007

Page 2

                          FUND                             AMOUNT         DATE
                          ----                             ------         ----
AIM Independence 2030 Fund - Class A Shares                $10.00   January 29, 2007
AIM Independence 2030 Fund - Class B Shares                $10.00   January 29, 2007
AIM Independence 2030 Fund - Class C Shares                $10.00   January 29, 2007
AIM Independence 2030 Fund - Class R Shares                $10.00   January 29, 2007
AIM Independence 2030 Fund - Institutional Class Shares    $10.00   January 29, 2007

AIM Independence 2040 Fund - Class A Shares                $10.00   January 29, 2007
AIM Independence 2040 Fund - Class B Shares                $10.00   January 29, 2007
AIM Independence 2040 Fund - Class C Shares                $10.00   January 29, 2007
AIM Independence 2040 Fund - Class R Shares                $10.00   January 29, 2007
AIM Independence 2040 Fund - Institutional Class Shares    $10.00   January 29, 2007

AIM Independence 2050 Fund - Class A Shares                $10.00   January 29, 2007
AIM Independence 2050 Fund - Class B Shares                $10.00   January 29, 2007
AIM Independence 2050 Fund - Class C Shares                $10.00   January 29, 2007
AIM Independence 2050 Fund - Class R Shares                $10.00   January 29, 2007
AIM Independence 2050 Fund - Institutional Class Shares    $10.00   January 29, 2007

SEED MONEY

AIM Independence Now Fund - Class A Shares                $50,000   January 30, 2007
AIM Independence Now Fund - Class B Shares                $50,000   January 30, 2007
AIM Independence Now Fund - Class C Shares                $50,000   January 30, 2007
AIM Independence Now Fund - Class R Shares                $50,000   January 30, 2007
AIM Independence Now Fund - Institutional Class Shares    $50,000   January 30, 2007

AIM Independence 2010 Fund - Class A Shares               $50,000   January 30, 2007
AIM Independence 2010 Fund - Class B Shares               $50,000   January 30, 2007
AIM Independence 2010 Fund - Class C Shares               $50,000   January 30, 2007
AIM Independence 2010 Fund - Class R Shares               $50,000   January 30, 2007
AIM Independence 2010 Fund - Institutional Class Shares   $50,000   January 30, 2007

AIM Independence 2020 Fund - Class A Shares               $50,000   January 30, 2007
AIM Independence 2020 Fund - Class B Shares               $50,000   January 30, 2007
AIM Independence 2020 Fund - Class C Shares               $50,000   January 30, 2007
AIM Independence 2020 Fund - Class R Shares               $50,000   January 30, 2007
AIM Independence 2020 Fund - Institutional Class Shares   $50,000   January 30, 2007

AIM Independence 2030 Fund - Class A Shares               $50,000   January 30, 2007
AIM Independence 2030 Fund - Class B Shares               $50,000   January 30, 2007
AIM Independence 2030 Fund - Class C Shares               $50,000   January 30, 2007
AIM Independence 2030 Fund - Class R Shares               $50,000   January 30, 2007
AIM Independence 2030 Fund - Institutional Class Shares   $50,000   January 30, 2007


January 28, 2007

Page 3

AIM Independence 2040 Fund - Class A Shares               $50,000   January 30, 2007
AIM Independence 2040 Fund - Class B Shares               $50,000   January 30, 2007
AIM Independence 2040 Fund - Class C Shares               $50,000   January 30, 2007
AIM Independence 2040 Fund - Class R Shares               $50,000   January 30, 2007
AIM Independence 2040 Fund - Institutional Class Shares   $50,000   January 30, 2007

AIM Independence 2050 Fund - Class A Shares               $50,000   January 30, 2007
AIM Independence 2050 Fund - Class B Shares               $50,000   January 30, 2007
AIM Independence 2050 Fund - Class C Shares               $50,000   January 30, 2007
AIM Independence 2050 Fund - Class R Shares               $50,000   January 30, 2007
AIM Independence 2050 Fund - Institutional Class Shares   $50,000   January 30, 2007

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/ Philip A. Taylor
-------------------------------------
Philip A. Taylor
President


AMENDMENT NO. 1
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective January 31, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund.

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                     CHARGE     FEE        FEE
--------------------------                    -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Advantage Health Sciences Fund             0.00%     0.25%      0.25%
AIM Floating Rate Fund                         0.00%     0.25%      0.25%
AIM Multi-Sector Fund                          0.00%     0.25%      0.25%
AIM Structured Core Fund                       0.00%     0.25%      0.25%
AIM Structured Growth Fund                     0.00%     0.25%      0.25%
AIM Structured Value Fund                      0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Capital Development Fund                   0.00%     0.25%      0.25%
AIM Charter Fund                               0.00%     0.25%      0.25%
AIM Constellation Fund                         0.00%     0.25%      0.25%
AIM Diversified Dividend Fund                  0.00%     0.25%      0.25%
AIM Large Cap Basic Value Fund                 0.00%     0.25%      0.25%
AIM Large Cap Growth Fund                      0.00%     0.25%      0.25%
AIM Select Basic Value Fund                    0.00%     0.25%      0.25%


                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Basic Balanced Fund                        0.00%     0.25%      0.25%
AIM European Small Company Fund                0.00%     0.25%      0.25%
AIM Global Value Fund                          0.00%     0.25%      0.25%
AIM International Small Company Fund           0.00%     0.25%      0.25%
AIM Mid Cap Basic Value Fund                   0.00%     0.25%      0.25%
AIM Select Equity Fund                         0.00%     0.25%      0.25%
AIM Small Cap Equity Fund                      0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                              CHARGE     FEE        FEE
-----------------                             -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Basic Value Fund                           0.00%      0.25%     0.25%
AIM Conservative Allocation Fund               0.00%      0.25%     0.25%
AIM Global Equity Fund                         0.00%      0.25%     0.25%
AIM Growth Allocation Fund                     0.00%      0.25%     0.25%
AIM Income Allocation Fund                     0.00%      0.25%     0.25%
AIM Independence Now Fund                      0.00%      0.25%     0.25%
AIM Independence 2010 Fund                     0.00%      0.25%     0.25%
AIM Independence 2020 Fund                     0.00%      0.25%     0.25%
AIM Independence 2030 Fund                     0.00%      0.25%     0.25%
AIM Independence 2040 Fund                     0.00%      0.25%     0.25%
AIM Independence 2050 Fund                     0.00%      0.25%     0.25%
AIM International Allocation Fund              0.00%      0.25%     0.25%
AIM Mid Cap Core Equity Fund                   0.00%      0.25%     0.25%
AIM Moderate Allocation Fund                   0.00%      0.25%     0.25%
AIM Moderate Growth Allocation Fund            0.00%      0.25%     0.25%
AIM Moderately Conservative Allocation Fund    0.00%      0.25%     0.25%
AIM Small Cap Growth Fund                      0.00%      0.25%     0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                 CHARGE     FEE        FEE
------------------------------                -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Asia Pacific Growth Fund                   0.00%     0.25%      0.25%
AIM European Growth Fund                       0.00%     0.25%      0.25%
AIM Global Aggressive Growth Fund              0.00%     0.25%      0.25%
AIM Global Growth Fund                         0.00%     0.25%      0.25%
AIM International Core Equity Fund             0.00%     0.25%      0.25%
AIM International Growth Fund                  0.00%     0.25%      0.25%

2

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM China Fund                                 0.00%     0.25%      0.25%
AIM Developing Markets Fund                    0.00%     0.25%      0.25%
AIM Enhanced Short Bond Fund                   0.00%     0.25%      0.25%
AIM Global Health Care Fund                    0.00%     0.25%      0.25%
AIM International Bond Fund                    0.00%     0.25%      0.25%
AIM Japan Fund                                 0.00%     0.25%      0.25%
AIM Trimark Endeavor Fund                      0.00%     0.25%      0.25%
AIM Trimark Fund                               0.00%     0.25%      0.25%
AIM Trimark Small Companies Fund               0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Global Real Estate Fund                    0.00%     0.25%      0.25%
AIM High Yield Fund                            0.00%     0.25%      0.25%
AIM Income Fund                                0.00%     0.25%      0.25%
AIM Intermediate Government Fund               0.00%     0.25%      0.25%
AIM Limited Maturity Treasury Fund             0.00%     0.15%      0.15%
AIM Municipal Bond Fund                        0.00%     0.25%      0.25%
AIM Real Estate Fund                           0.00%     0.25%      0.25%
AIM Short Term Bond Fund                       0.00%     0.25%      0.25%
AIM Total Return Bond Fund                     0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Energy Fund                                0.00%     0.25%      0.25%
AIM Financial Services Fund                    0.00%     0.25%      0.25%
AIM Gold & Precious Metals Fund                0.00%     0.25%      0.25%
AIM Leisure Fund                               0.00%     0.25%      0.25%
AIM Technology Fund                            0.00%     0.25%      0.25%
AIM Utilities Fund                             0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS               CHARGE      FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Opportunities I Fund                       0.00%     0.25%      0.25%
AIM Opportunities II Fund                      0.00%     0.25%      0.25%
AIM Opportunities III Fund                     0.00%     0.25%      0.25%

3

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Dynamics Fund                              0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
Class A Shares                                 0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM TAX-EXEMPT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM High Income Municipal Fund                 0.00%     0.25%      0.25%
AIM Tax-Exempt Cash Fund                       0.00%     0.25%      0.25%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: January 31, 2007

4

AMENDMENT NO. 2
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective February 28, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to delete AIM Select Basic Value Fund; and

WHEREAS, the parties desire to amend the Plan to reflect the name change of AIM Enhanced Short Bond Fund to AIM LIBOR Alpha Fund and the name change of AIM International Bond Fund to AIM International 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
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                     CHARGE     FEE        FEE
--------------------------                    -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Advantage Health Sciences Fund             0.00%     0.25%    0.25%
AIM Floating Rate Fund                         0.00%     0.25%    0.25%
AIM Multi-Sector Fund                          0.00%     0.25%    0.25%
AIM Structured Core Fund                       0.00%     0.25%    0.25%
AIM Structured Growth Fund                     0.00%     0.25%    0.25%
AIM Structured Value Fund                      0.00%     0.25%    0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Capital Development Fund                   0.00%     0.25%      0.25%
AIM Charter Fund                               0.00%     0.25%      0.25%
AIM Constellation Fund                         0.00%     0.25%      0.25%
AIM Diversified Dividend Fund                  0.00%     0.25%      0.25%
AIM Large Cap Basic Value Fund                 0.00%     0.25%      0.25%
AIM Large Cap Growth Fund                      0.00%     0.25%      0.25%


                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Basic Balanced Fund                        0.00%     0.25%      0.25%
AIM European Small Company Fund                0.00%     0.25%      0.25%
AIM Global Value Fund                          0.00%     0.25%      0.25%
AIM International Small Company Fund           0.00%     0.25%      0.25%
AIM Mid Cap Basic Value Fund                   0.00%     0.25%      0.25%
AIM Select Equity Fund                         0.00%     0.25%      0.25%
AIM Small Cap Equity Fund                      0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                              CHARGE     FEE        FEE
-----------------                             -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Basic Value Fund                           0.00%     0.25%      0.25%
AIM Conservative Allocation Fund               0.00%     0.25%      0.25%
AIM Global Equity Fund                         0.00%     0.25%      0.25%
AIM Growth Allocation Fund                     0.00%     0.25%      0.25%
AIM Income Allocation Fund                     0.00%     0.25%      0.25%
AIM Independence Now Fund                      0.00%     0.25%      0.25%
AIM Independence 2010 Fund                     0.00%     0.25%      0.25%
AIM Independence 2020 Fund                     0.00%     0.25%      0.25%
AIM Independence 2030 Fund                     0.00%     0.25%      0.25%
AIM Independence 2040 Fund                     0.00%     0.25%      0.25%
AIM Independence 2050 Fund                     0.00%     0.25%      0.25%
AIM International Allocation Fund              0.00%     0.25%      0.25%
AIM Mid Cap Core Equity Fund                   0.00%     0.25%      0.25%
AIM Moderate Allocation Fund                   0.00%     0.25%      0.25%
AIM Moderate Growth Allocation Fund            0.00%     0.25%      0.25%
AIM Moderately Conservative Allocation Fund    0.00%     0.25%      0.25%
AIM Small Cap Growth Fund                      0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                 CHARGE     FEE        FEE
------------------------------                -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Asia Pacific Growth Fund                   0.00%     0.25%      0.25%
AIM European Growth Fund                       0.00%     0.25%      0.25%
AIM Global Aggressive Growth Fund              0.00%     0.25%      0.25%
AIM Global Growth Fund                         0.00%     0.25%      0.25%
AIM International Core Equity Fund             0.00%     0.25%      0.25%
AIM International Growth Fund                  0.00%     0.25%      0.25%

2

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM China Fund                                 0.00%     0.25%      0.25%
AIM Developing Markets Fund                    0.00%     0.25%      0.25%
AIM Global Health Care Fund                    0.00%     0.25%      0.25%
AIM International Total Return Fund            0.00%     0.25%      0.25%
AIM Japan Fund                                 0.00%     0.25%      0.25%
AIM LIBOR Alpha Fund                           0.00%     0.25%      0.25%
AIM Trimark Endeavor Fund                      0.00%     0.25%      0.25%
AIM Trimark Fund                               0.00%     0.25%      0.25%
AIM Trimark Small Companies Fund               0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Global Real Estate Fund                    0.00%     0.25%      0.25%
AIM High Yield Fund                            0.00%     0.25%      0.25%
AIM Income Fund                                0.00%     0.25%      0.25%
AIM Intermediate Government Fund               0.00%     0.25%      0.25%
AIM Limited Maturity Treasury Fund             0.00%     0.15%      0.15%
AIM Municipal Bond Fund                        0.00%     0.25%      0.25%
AIM Real Estate Fund                           0.00%     0.25%      0.25%
AIM Short Term Bond Fund                       0.00%     0.25%      0.25%
AIM Total Return Bond Fund                     0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Energy Fund                                0.00%     0.25%      0.25%
AIM Financial Services Fund                    0.00%     0.25%      0.25%
AIM Gold & Precious Metals Fund                0.00%     0.25%      0.25%
AIM Leisure Fund                               0.00%     0.25%      0.25%
AIM Technology Fund                            0.00%     0.25%      0.25%
AIM Utilities Fund                             0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Opportunities I Fund                       0.00%     0.25%      0.25%
AIM Opportunities II Fund                      0.00%     0.25%      0.25%
AIM Opportunities III Fund                     0.00%     0.25%      0.25%

3

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Dynamics Fund                              0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
Class A Shares                                 0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM TAX-EXEMPT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM High Income Municipal Fund                 0.00%     0.25%      0.25%
AIM Tax-Exempt Cash Fund                       0.00%     0.25%      0.25%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: February 28, 2007

4

AMENDMENT NO. 3
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN

(CLASS A SHARES)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective March 9, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Select Real Estate Income Fund

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS A SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class A Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class A Shares of each Portfolio to the average daily net assets of the Class A Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class A Shares of the Portfolio.

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                     CHARGE     FEE        FEE
--------------------------                    -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Advantage Health Sciences Fund             0.00%     0.25%      0.25%
AIM Floating Rate Fund                         0.00%     0.25%      0.25%
AIM Multi-Sector Fund                          0.00%     0.25%      0.25%
AIM Select Real Estate Income Fund             0.00%     0.25%      0.25%
AIM Structured Core Fund                       0.00%     0.25%      0.25%
AIM Structured Growth Fund                     0.00%     0.25%      0.25%
AIM Structured Value Fund                      0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Capital Development Fund                   0.00%     0.25%      0.25%
AIM Charter Fund                               0.00%     0.25%      0.25%
AIM Constellation Fund                         0.00%     0.25%      0.25%
AIM Diversified Dividend Fund                  0.00%     0.25%      0.25%
AIM Large Cap Basic Value Fund                 0.00%     0.25%      0.25%
AIM Large Cap Growth Fund                      0.00%     0.25%      0.25%


                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Basic Balanced Fund                        0.00%     0.25%      0.25%
AIM European Small Company Fund                0.00%     0.25%      0.25%
AIM Global Value Fund                          0.00%     0.25%      0.25%
AIM International Small Company Fund           0.00%     0.25%      0.25%
AIM Mid Cap Basic Value Fund                   0.00%     0.25%      0.25%
AIM Select Equity Fund                         0.00%     0.25%      0.25%
AIM Small Cap Equity Fund                      0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                              CHARGE     FEE        FEE
-----------------                             -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Basic Value Fund                           0.00%     0.25%      0.25%
AIM Conservative Allocation Fund               0.00%     0.25%      0.25%
AIM Global Equity Fund                         0.00%     0.25%      0.25%
AIM Growth Allocation Fund                     0.00%     0.25%      0.25%
AIM Income Allocation Fund                     0.00%     0.25%      0.25%
AIM Independence Now Fund                      0.00%     0.25%      0.25%
AIM Independence 2010 Fund                     0.00%     0.25%      0.25%
AIM Independence 2020 Fund                     0.00%     0.25%      0.25%
AIM Independence 2030 Fund                     0.00%     0.25%      0.25%
AIM Independence 2040 Fund                     0.00%     0.25%      0.25%
AIM Independence 2050 Fund                     0.00%     0.25%      0.25%
AIM International Allocation Fund              0.00%     0.25%      0.25%
AIM Mid Cap Core Equity Fund                   0.00%     0.25%      0.25%
AIM Moderate Allocation Fund                   0.00%     0.25%      0.25%
AIM Moderate Growth Allocation Fund            0.00%     0.25%      0.25%
AIM Moderately Conservative Allocation Fund    0.00%     0.25%      0.25%
AIM Small Cap Growth Fund                      0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                 CHARGE     FEE        FEE
------------------------------                -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Asia Pacific Growth Fund                   0.00%     0.25%      0.25%
AIM European Growth Fund                       0.00%     0.25%      0.25%
AIM Global Aggressive Growth Fund              0.00%     0.25%      0.25%
AIM Global Growth Fund                         0.00%     0.25%      0.25%
AIM International Core Equity Fund             0.00%     0.25%      0.25%
AIM International Growth Fund                  0.00%     0.25%      0.25%

2

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM China Fund                                 0.00%     0.25%      0.25%
AIM Developing Markets Fund                    0.00%     0.25%      0.25%
AIM Global Health Care Fund                    0.00%     0.25%      0.25%
AIM International Total Return Fund            0.00%     0.25%      0.25%
AIM Japan Fund                                 0.00%     0.25%      0.25%
AIM LIBOR Alpha Fund                           0.00%     0.25%      0.25%
AIM Trimark Endeavor Fund                      0.00%     0.25%      0.25%
AIM Trimark Fund                               0.00%     0.25%      0.25%
AIM Trimark Small Companies Fund               0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Global Real Estate Fund                    0.00%     0.25%      0.25%
AIM High Yield Fund                            0.00%     0.25%      0.25%
AIM Income Fund                                0.00%     0.25%      0.25%
AIM Intermediate Government Fund               0.00%     0.25%      0.25%
AIM Limited Maturity Treasury Fund             0.00%     0.15%      0.15%
AIM Municipal Bond Fund                        0.00%     0.25%      0.25%
AIM Real Estate Fund                           0.00%     0.25%      0.25%
AIM Short Term Bond Fund                       0.00%     0.25%      0.25%
AIM Total Return Bond Fund                     0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Energy Fund                                0.00%     0.25%      0.25%
AIM Financial Services Fund                    0.00%     0.25%      0.25%
AIM Gold & Precious Metals Fund                0.00%     0.25%      0.25%
AIM Leisure Fund                               0.00%     0.25%      0.25%
AIM Technology Fund                            0.00%     0.25%      0.25%
AIM Utilities Fund                             0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Opportunities I Fund                       0.00%     0.25%      0.25%
AIM Opportunities II Fund                      0.00%     0.25%      0.25%
AIM Opportunities III Fund                     0.00%     0.25%      0.25%

3

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM Dynamics Fund                              0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
Class A Shares                                 0.00%     0.25%      0.25%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM TAX-EXEMPT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS A SHARES
AIM High Income Municipal Fund                 0.00%     0.25%      0.25%
AIM Tax-Exempt Cash Fund                       0.00%     0.25%      0.25%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: March 9, 2007

4

AMENDMENT NO. 1

TO

FIRST RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective January 31, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.


"SCHEDULE A
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIOS
AIM Capital Development Fund                   0.75%     0.25%      1.00%
AIM Charter Fund                               0.75%     0.25%      1.00%
AIM Constellation Fund                         0.75%     0.25%      1.00%
AIM Diversified Dividend Fund                  0.75%     0.25%      1.00%
AIM Large Cap Basic Value Fund                 0.75%     0.25%      1.00%
AIM Large Cap Growth Fund                      0.75%     0.25%      1.00%
AIM Select Basic Value Fund                    0.75%     0.25%      1.00%

2

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIOS
AIM Basic Balanced Fund                        0.75%     0.25%      1.00%
AIM European Small Company Fund                0.75%     0.25%      1.00%
AIM Global Value Fund                          0.75%     0.25%      1.00%
AIM International Small Company Fund           0.75%     0.25%      1.00%
AIM Mid Cap Basic Value Fund                   0.75%     0.25%      1.00%
AIM Select Equity Fund                         0.75%     0.25%      1.00%
AIM Small Cap Equity Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                              CHARGE     FEE        FEE
-----------------                             -------   -------   ---------
PORTFOLIOS
AIM Basic Value Fund                           0.75%     0.25%      1.00%
AIM Conservative Allocation Fund               0.75%     0.25%      1.00%
AIM Global Equity Fund                         0.75%     0.25%      1.00%
AIM Growth Allocation Fund                     0.75%     0.25%      1.00%
AIM Income Allocation Fund                     0.75%     0.25%      1.00%
AIM Independence Now Fund                      0.75%     0.25%      1.00%
AIM Independence 2010 Fund                     0.75%     0.25%      1.00%
AIM Independence 2020 Fund                     0.75%     0.25%      1.00%
AIM Independence 2030 Fund                     0.75%     0.25%      1.00%
AIM Independence 2040 Fund                     0.75%     0.25%      1.00%
AIM Independence 2050 Fund                     0.75%     0.25%      1.00%
AIM International Allocation Fund              0.75%     0.25%      1.00%
AIM Mid Cap Core Equity Fund                   0.75%     0.25%      1.00%
AIM Moderate Allocation Fund                   0.75%     0.25%      1.00%
AIM Moderate Growth Allocation Fund            0.75%     0.25%      1.00%
AIM Moderately Conservative Allocation Fund    0.75%     0.25%      1.00%
AIM Small Cap Growth Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                 CHARGE     FEE        FEE
------------------------------                -------   -------   ---------
PORTFOLIOS
AIM Asia Pacific Growth Fund                   0.75%     0.25%      1.00%
AIM European Growth Fund                       0.75%     0.25%      1.00%
AIM Global Aggressive Growth Fund              0.75%     0.25%      1.00%
AIM Global Growth Fund                         0.75%     0.25%      1.00%
AIM International Core Equity Fund             0.75%     0.25%      1.00%
AIM International Growth Fund                  0.75%     0.25%      1.00%

3

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIOS
AIM China Fund                                 0.75%     0.25%      1.00%
AIM Developing Markets Fund                    0.75%     0.25%      1.00%
AIM Global Health Care Fund                    0.75%     0.25%      1.00%
AIM International Bond Fund                    0.75%     0.25%      1.00%
AIM Japan Fund                                 0.75%     0.25%      1.00%
AIM Trimark Fund                               0.75%     0.25%      1.00%
AIM Trimark Endeavor Fund                      0.75%     0.25%      1.00%
AIM Trimark Small Companies Fund               0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIOS
AIM Global Real Estate Fund                    0.75%     0.25%      1.00%
AIM High Yield Fund                            0.75%     0.25%      1.00%
AIM Income Fund                                0.75%     0.25%      1.00%
AIM Intermediate Government Fund               0.75%     0.25%      1.00%
AIM Money Market Fund                          0.75%     0.25%      1.00%
AIM Municipal Bond Fund                        0.75%     0.25%      1.00%
AIM Real Estate Fund                           0.75%     0.25%      1.00%
AIM Total Return Bond Fund                     0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIOS
AIM Opportunities I Fund                       0.75%     0.25%      1.00%
AIM Opportunities II Fund                      0.75%     0.25%      1.00%
AIM Opportunities III Fund                     0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                                CHARGE     FEE       FEE
---------------                               -------   -------   ---------
Class B Shares                                 0.75%     0.25%      1.00%

4

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM TAX-EXEMPT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO
AIM High Income Municipal Fund                 0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                     CHARGE     FEE        FEE
--------------------------                    -------   -------   ---------
PORTFOLIO
AIM Advantage Health Sciences Fund             0.75%     0.25%      1.00%
AIM Multi-Sector Fund                          0.75%     0.25%      1.00%
AIM Structured Core Fund                       0.75%     0.25%      1.00%
AIM Structured Growth Fund                     0.75%     0.25%      1.00%
AIM Structured Value Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO
AIM Energy Fund                                0.75%     0.25%      1.00%
AIM Financial Services Fund                    0.75%     0.25%      1.00%
AIM Gold & Precious Metals Fund                0.75%     0.25%      1.00%
AIM Leisure Fund                               0.75%     0.25%      1.00%
AIM Technology Fund                            0.75%     0.25%      1.00%
AIM Utilities Fund                             0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO
AIM Dynamics Fund                              0.75%     0.25%      1.00%"

5

AMENDMENT NO. 2

TO

FIRST RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective February 28, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to delete AIM Select Basic Value Fund; and

WHEREAS, the parties desire to amend the Plan to reflect the name change of AIM International Bond Fund to AIM International 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
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIOS
AIM Capital Development Fund                   0.75%     0.25%      1.00%
AIM Charter Fund                               0.75%     0.25%      1.00%
AIM Constellation Fund                         0.75%     0.25%      1.00%
AIM Diversified Dividend Fund                  0.75%     0.25%      1.00%
AIM Large Cap Basic Value Fund                 0.75%     0.25%      1.00%
AIM Large Cap Growth Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIOS
AIM Basic Balanced Fund                        0.75%     0.25%      1.00%
AIM European Small Company Fund                0.75%     0.25%      1.00%
AIM Global Value Fund                          0.75%     0.25%      1.00%
AIM International Small Company Fund           0.75%     0.25%      1.00%
AIM Mid Cap Basic Value Fund                   0.75%     0.25%      1.00%
AIM Select Equity Fund                         0.75%     0.25%      1.00%
AIM Small Cap Equity Fund                      0.75%     0.25%      1.00%

2

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                              CHARGE     FEE        FEE
-----------------                             -------   -------   ---------
PORTFOLIOS
AIM Basic Value Fund                           0.75%     0.25%      1.00%
AIM Conservative Allocation Fund               0.75%     0.25%      1.00%
AIM Global Equity Fund                         0.75%     0.25%      1.00%
AIM Growth Allocation Fund                     0.75%     0.25%      1.00%
AIM Income Allocation Fund                     0.75%     0.25%      1.00%
AIM Independence Now Fund                      0.75%     0.25%      1.00%
AIM Independence 2010 Fund                     0.75%     0.25%      1.00%
AIM Independence 2020 Fund                     0.75%     0.25%      1.00%
AIM Independence 2030 Fund                     0.75%     0.25%      1.00%
AIM Independence 2040 Fund                     0.75%     0.25%      1.00%
AIM Independence 2050 Fund                     0.75%     0.25%      1.00%
AIM International Allocation Fund              0.75%     0.25%      1.00%
AIM Mid Cap Core Equity Fund                   0.75%     0.25%      1.00%
AIM Moderate Allocation Fund                   0.75%     0.25%      1.00%
AIM Moderate Growth Allocation Fund            0.75%     0.25%      1.00%
AIM Moderately Conservative Allocation Fund    0.75%     0.25%      1.00%
AIM Small Cap Growth Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                 CHARGE     FEE        FEE
------------------------------                -------   -------   ---------
PORTFOLIOS
AIM Asia Pacific Growth Fund                   0.75%     0.25%      1.00%
AIM European Growth Fund                       0.75%     0.25%      1.00%
AIM Global Aggressive Growth Fund              0.75%     0.25%      1.00%
AIM Global Growth Fund                         0.75%     0.25%      1.00%
AIM International Core Equity Fund             0.75%     0.25%      1.00%
AIM International Growth Fund                  0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIOS
AIM China Fund                                 0.75%     0.25%      1.00%
AIM Developing Markets Fund                    0.75%     0.25%      1.00%
AIM Global Health Care Fund                    0.75%     0.25%      1.00%
AIM International Total Return Fund            0.75%     0.25%      1.00%
AIM Japan Fund                                 0.75%     0.25%      1.00%
AIM Trimark Fund                               0.75%     0.25%      1.00%
AIM Trimark Endeavor Fund                      0.75%     0.25%      1.00%
AIM Trimark Small Companies Fund               0.75%     0.25%      1.00%

3

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIOS
AIM Global Real Estate Fund                    0.75%     0.25%      1.00%
AIM High Yield Fund                            0.75%     0.25%      1.00%
AIM Income Fund                                0.75%     0.25%      1.00%
AIM Intermediate Government Fund               0.75%     0.25%      1.00%
AIM Money Market Fund                          0.75%     0.25%      1.00%
AIM Municipal Bond Fund                        0.75%     0.25%      1.00%
AIM Real Estate Fund                           0.75%     0.25%      1.00%
AIM Total Return Bond Fund                     0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIOS
AIM Opportunities I Fund                       0.75%     0.25%      1.00%
AIM Opportunities II Fund                      0.75%     0.25%      1.00%
AIM Opportunities III Fund                     0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
Class B Shares                                 0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM TAX-EXEMPT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO
AIM High Income Municipal Fund                 0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                     CHARGE     FEE        FEE
--------------------------                    -------   -------   ---------
PORTFOLIO
AIM Advantage Health Sciences Fund             0.75%     0.25%      1.00%
AIM Multi-Sector Fund                          0.75%     0.25%      1.00%
AIM Structured Core Fund                       0.75%     0.25%      1.00%

4

AIM Structured Growth Fund                     0.75%     0.25%      1.00%
AIM Structured Value Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO
AIM Energy Fund                                0.75%     0.25%      1.00%
AIM Financial Services Fund                    0.75%     0.25%      1.00%
AIM Gold & Precious Metals Fund                0.75%     0.25%      1.00%
AIM Leisure Fund                               0.75%     0.25%      1.00%
AIM Technology Fund                            0.75%     0.25%      1.00%
AIM Utilities Fund                             0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO
AIM Dynamics Fund                              0.75%     0.25%     1.00%"

5

AMENDMENT NO. 3

TO

FIRST RESTATED MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

(SECURITIZATION FEATURE)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective March 9, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Select Real Estate Income Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted and replaced in its entirety with Schedule A attached hereto.

All other terms and provisions of the Plan not amended hereby shall remain in full force and effect.


"SCHEDULE A
AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS B SHARES)

DISTRIBUTION AND SERVICE FEES

The Fund shall pay the Distributor or the Assignee as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class B Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below to the average daily net assets of the Class B Shares of the Portfolio. Average daily net assets shall be computed in a manner used for the determination of the offering price of Class B Shares of the Portfolio.

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                               CHARGE      FEE        FEE
----------------                              --------   -------   ---------
PORTFOLIOS
AIM Capital Development Fund                    0.75%     0.25%      1.00%
AIM Charter Fund                                0.75%     0.25%      1.00%
AIM Constellation Fund                          0.75%     0.25%      1.00%
AIM Diversified Dividend Fund                   0.75%     0.25%      1.00%
AIM Large Cap Basic Value Fund                  0.75%     0.25%      1.00%
AIM Large Cap Growth Fund                       0.75%     0.25%      1.00%

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                                CHARGE      FEE        FEE
---------------                               --------   -------   ---------
PORTFOLIOS
AIM Basic Balanced Fund                         0.75%     0.25%      1.00%
AIM European Small Company Fund                 0.75%     0.25%      1.00%
AIM Global Value Fund                           0.75%     0.25%      1.00%
AIM International Small Company Fund            0.75%     0.25%      1.00%
AIM Mid Cap Basic Value Fund                    0.75%     0.25%      1.00%
AIM Select Equity Fund                          0.75%     0.25%      1.00%
AIM Small Cap Equity Fund                       0.75%     0.25%      1.00%

2

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                              CHARGE      FEE        FEE
-----------------                             --------   -------   ---------
PORTFOLIOS
AIM Basic Value Fund                            0.75%     0.25%      1.00%
AIM Conservative Allocation Fund                0.75%     0.25%      1.00%
AIM Global Equity Fund                          0.75%     0.25%      1.00%
AIM Growth Allocation Fund                      0.75%     0.25%      1.00%
AIM Income Allocation Fund                      0.75%     0.25%      1.00%
AIM Independence Now Fund                       0.75%     0.25%      1.00%
AIM Independence 2010 Fund                      0.75%     0.25%      1.00%
AIM Independence 2020 Fund                      0.75%     0.25%      1.00%
AIM Independence 2030 Fund                      0.75%     0.25%      1.00%
AIM Independence 2040 Fund                      0.75%     0.25%      1.00%
AIM Independence 2050 Fund                      0.75%     0.25%      1.00%
AIM International Allocation Fund               0.75%     0.25%      1.00%
AIM Mid Cap Core Equity Fund                    0.75%     0.25%      1.00%
AIM Moderate Allocation Fund                    0.75%     0.25%      1.00%
AIM Moderate Growth Allocation Fund             0.75%     0.25%      1.00%
AIM Moderately Conservative Allocation Fund     0.75%     0.25%      1.00%
AIM Small Cap Growth Fund                       0.75%     0.25%      1.00%

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                 CHARGE      FEE        FEE
------------------------------                --------   -------   ---------
PORTFOLIOS
AIM Asia Pacific Growth Fund                    0.75%     0.25%      1.00%
AIM European Growth Fund                        0.75%     0.25%      1.00%
AIM Global Aggressive Growth Fund               0.75%     0.25%      1.00%
AIM Global Growth Fund                          0.75%     0.25%      1.00%
AIM International Core Equity Fund              0.75%     0.25%      1.00%
AIM International Growth Fund                   0.75%     0.25%      1.00%

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                           CHARGE      FEE        FEE
--------------------                          --------   -------   ---------
PORTFOLIOS
AIM China Fund                                  0.75%     0.25%      1.00%
AIM Developing Markets Fund                     0.75%     0.25%      1.00%
AIM Global Health Care Fund                     0.75%     0.25%      1.00%
AIM International Total Return Fund             0.75%     0.25%      1.00%
AIM Japan Fund                                  0.75%     0.25%      1.00%
AIM Trimark Fund                                0.75%     0.25%      1.00%
AIM Trimark Endeavor Fund                       0.75%     0.25%      1.00%
AIM Trimark Small Companies Fund                0.75%     0.25%      1.00%

3

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS                CHARGE      FEE        FEE
-------------------------------               --------   -------   ---------
PORTFOLIOS
AIM Global Real Estate Fund                     0.75%     0.25%      1.00%
AIM High Yield Fund                             0.75%     0.25%      1.00%
AIM Income Fund                                 0.75%     0.25%      1.00%
AIM Intermediate Government Fund                0.75%     0.25%      1.00%
AIM Money Market Fund                           0.75%     0.25%      1.00%
AIM Municipal Bond Fund                         0.75%     0.25%      1.00%
AIM Real Estate Fund                            0.75%     0.25%      1.00%
AIM Total Return Bond Fund                      0.75%     0.25%      1.00%

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS                CHARGE      FEE        FEE
-------------------------------               --------   -------   ---------
PORTFOLIOS
AIM Opportunities I Fund                        0.75%     0.25%      1.00%
AIM Opportunities II Fund                       0.75%     0.25%      1.00%
AIM Opportunities III Fund                      0.75%     0.25%      1.00%

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                                CHARGE      FEE        FEE
---------------                               --------   -------   ---------
Class B Shares                                  0.75%     0.25%      1.00%

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM TAX-EXEMPT FUNDS                           CHARGE      FEE        FEE
--------------------                          --------   -------   ---------
PORTFOLIO
AIM High Income Municipal Fund                  0.75%     0.25%      1.00%

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                     CHARGE      FEE        FEE
--------------------------                    --------   -------   ---------
PORTFOLIO
AIM Advantage Health Sciences Fund              0.75%     0.25%      1.00%
AIM Multi-Sector Fund                           0.75%     0.25%      1.00%
AIM Select Real Estate Income Fund              0.75%     0.25%      1.00%

4

AIM Structured Core Fund                        0.75%     0.25%      1.00%
AIM Structured Growth Fund                      0.75%     0.25%      1.00%
AIM Structured Value Fund                       0.75%     0.25%      1.00%

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                               CHARGE      FEE        FEE
----------------                              --------   -------   ---------
PORTFOLIO
AIM Energy Fund                                 0.75%     0.25%      1.00%
AIM Financial Services Fund                     0.75%     0.25%      1.00%
AIM Gold & Precious Metals Fund                 0.75%     0.25%      1.00%
AIM Leisure Fund                                0.75%     0.25%      1.00%
AIM Technology Fund                             0.75%     0.25%      1.00%
AIM Utilities Fund                              0.75%     0.25%      1.00%

                                               MAXIMUM
                                                ASSET
                                                BASED    MAXIMUM    MAXIMUM
                                                SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                                CHARGE      FEE        FEE
---------------                               --------   -------   ---------
PORTFOLIO
AIM Dynamics Fund                               0.75%     0.25%     1.00%"

5

AMENDMENT NO. 1
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective January 31, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS C SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class C Shares of each Portfolio designated below, a Distribution Fee* and a Service Fee determined by applying the annual rate set forth below as to the Class C Shares of each Portfolio to the average daily net assets of the Class C Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class C Shares of the Portfolio.

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                    CHARGE     FEE        FEE
--------------------------                   -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Advantage Health Sciences Fund            0.75%     0.25%      1.00%
AIM Floating Rate Fund                        0.50%     0.25%      0.75%
AIM Multi-Sector Fund                         0.75%     0.25%      1.00%
AIM Structured Core Fund                      0.75%     0.25%      1.00%
AIM Structured Growth Fund                    0.75%     0.25%      1.00%
AIM Structured Value Fund                     0.75%     0.25%      1.00%

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                              CHARGE     FEE        FEE
----------------                             -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Capital Development Fund                  0.75%     0.25%      1.00%
AIM Charter Fund                              0.75%     0.25%      1.00%
AIM Constellation Fund                        0.75%     0.25%      1.00%
AIM Diversified Dividend Fund                 0.75%     0.25%      1.00%
AIM Large Cap Basic Value Fund                0.75%     0.25%      1.00%
AIM Large Cap Growth Fund                     0.75%     0.25%      1.00%
AIM Select Basic Value Fund                   0.75%     0.25%      1.00%


                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                               CHARGE     FEE        FEE
---------------                              -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Basic Balanced Fund                       0.75%     0.25%      1.00%
AIM European Small Company Fund               0.75%     0.25%      1.00%
AIM Global Value Fund                         0.75%     0.25%      1.00%
AIM International Small Company Fund          0.75%     0.25%      1.00%
AIM Mid Cap Basic Value Fund                  0.75%     0.25%      1.00%
AIM Select Equity Fund                        0.75%     0.25%      1.00%
AIM Small Cap Equity Fund                     0.75%     0.25%      1.00%

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                             CHARGE     FEE        FEE
-----------------                            -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Basic Value Fund                          0.75%     0.25%      1.00%
AIM Conservative Allocation Fund              0.75%     0.25%      1.00%
AIM Global Equity Fund                        0.75%     0.25%      1.00%
AIM Growth Allocation Fund                    0.75%     0.25%      1.00%
AIM Income Allocation Fund                    0.75%     0.25%      1.00%
AIM Independence Now Fund                     0.75%     0.25%      1.00%
AIM Independence 2010 Fund                    0.75%     0.25%      1.00%
AIM Independence 2020 Fund                    0.75%     0.25%      1.00%
AIM Independence 2030 Fund                    0.75%     0.25%      1.00%
AIM Independence 2040 Fund                    0.75%     0.25%      1.00%
AIM Independence 2050 Fund                    0.75%     0.25%      1.00%
AIM International Allocation Fund             0.75%     0.25%      1.00%
AIM Mid Cap Core Equity Fund                  0.75%     0.25%      1.00%
AIM Moderate Allocation Fund                  0.75%     0.25%      1.00%
AIM Moderate Growth Allocation Fund           0.75%     0.25%      1.00%
AIM Moderately Conservative Allocation Fund   0.75%     0.25%      1.00%
AIM Small Cap Growth Fund                     0.75%     0.25%      1.00%

                                             MINIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                CHARGE     FEE        FEE
------------------------------               -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Asia Pacific Growth Fund                  0.75%     0.25%      1.00%
AIM European Growth Fund                      0.75%     0.25%      1.00%
AIM Global Aggressive Growth Fund             0.75%     0.25%      1.00%
AIM Global Growth Fund                        0.75%     0.25%      1.00%
AIM International Core Equity Fund            0.75%     0.25%      1.00%
AIM International Growth Fund                 0.75%     0.25%      1.00%

2

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                          CHARGE     FEE        FEE
--------------------                         -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM China Fund                                0.75%     0.25%      1.00%
AIM Developing Markets Fund                   0.75%     0.25%      1.00%
AIM Enhanced Short Bond Fund                  0.75%     0.25%      1.00%
AIM Global Health Care Fund                   0.75%     0.25%      1.00%
AIM International Bond Fund                   0.75%     0.25%      1.00%
AIM Japan Fund                                0.75%     0.25%      1.00%
AIM Trimark Endeavor Fund                     0.75%     0.25%      1.00%
AIM Trimark Fund                              0.75%     0.25%      1.00%
AIM Trimark Small Companies Fund              0.75%     0.25%      1.00%

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS               CHARGE     FEE        FEE
-------------------------------              -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Global Real Estate Fund                   0.75%     0.25%      1.00%
AIM High Yield Fund                           0.75%     0.25%      1.00%
AIM Income Fund                               0.75%     0.25%      1.00%
AIM Intermediate Government Fund              0.75%     0.25%      1.00%
AIM Money Market Fund                         0.75%     0.25%      1.00%
AIM Municipal Bond Fund                       0.75%     0.25%      1.00%
AIM Real Estate Fund                          0.75%     0.25%      1.00%
AIM Short Term Bond Fund                      0.75%     0.25%      1.00%
AIM Total Return Bond Fund                    0.75%     0.25%      1.00%

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                              CHARGE     FEE        FEE
----------------                             -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Energy Fund                               0.75%     0.25%      1.00%
AIM Financial Services Fund                   0.75%     0.25%      1.00%
AIM Gold & Precious Metals Fund               0.75%     0.25%      1.00%
AIM Leisure Fund                              0.75%     0.25%      1.00%
AIM Technology Fund                           0.75%     0.25%      1.00%
AIM Utilities Fund                            0.75%     0.25%      1.00%

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS               CHARGE     FEE        FEE
-------------------------------              -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Opportunities I Fund                      0.75%     0.25%      1.00%
AIM Opportunities II Fund                     0.75%     0.25%      1.00%
AIM Opportunities III Fund                    0.75%     0.25%      1.00%

3

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                               CHARGE     FEE        FEE
---------------                              -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Dynamics Fund                             0.75%     0.25%      1.00%

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                               CHARGE     FEE        FEE
---------------                              -------   -------   ---------
Class C Shares                                0.75%     0.25%      1.00%

                                             MAXIMUM
                                              ASSET
                                              BASED    MAXIMUM    MAXIMUM
                                              SALES    SERVICE   AGGREGATE
AIM TAX-EXEMPT FUNDS                          CHARGE     FEE        FEE
--------------------                         -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM High Income Municipal Fund                0.75%     0.25%      1.00%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: January 31, 2007

4

AMENDMENT NO. 2
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective February 28, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to delete AIM Select Basic Value Fund; and

WHEREAS, the parties desire to amend the Plan to reflect the name change of AIM Enhanced Short Bond Fund to AIM LIBOR Alpha Fund and the name change of AIM International Bond Fund to AIM International 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
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                     CHARGE     FEE        FEE
--------------------------                    -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Advantage Health Sciences Fund             0.75%     0.25%      1.00%
AIM Floating Rate Fund                         0.50%     0.25%      0.75%
AIM Multi-Sector Fund                          0.75%     0.25%      1.00%
AIM Structured Core Fund                       0.75%     0.25%      1.00%
AIM Structured Growth Fund                     0.75%     0.25%      1.00%
AIM Structured Value Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Capital Development Fund                   0.75%     0.25%      1.00%
AIM Charter Fund                               0.75%     0.25%      1.00%
AIM Constellation Fund                         0.75%     0.25%      1.00%
AIM Diversified Dividend Fund                  0.75%     0.25%      1.00%
AIM Large Cap Basic Value Fund                 0.75%     0.25%      1.00%
AIM Large Cap Growth Fund                      0.75%     0.25%      1.00%


                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Basic Balanced Fund                        0.75%     0.25%      1.00%
AIM European Small Company Fund                0.75%     0.25%      1.00%
AIM Global Value Fund                          0.75%     0.25%      1.00%
AIM International Small Company Fund           0.75%     0.25%      1.00%
AIM Mid Cap Basic Value Fund                   0.75%     0.25%      1.00%
AIM Select Equity Fund                         0.75%     0.25%      1.00%
AIM Small Cap Equity Fund                      0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                              CHARGE     FEE        FEE
-----------------                             -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Basic Value Fund                           0.75%     0.25%      1.00%
AIM Conservative Allocation Fund               0.75%     0.25%      1.00%
AIM Global Equity Fund                         0.75%     0.25%      1.00%
AIM Growth Allocation Fund                     0.75%     0.25%      1.00%
AIM Income Allocation Fund                     0.75%     0.25%      1.00%
AIM Independence Now Fund                      0.75%     0.25%      1.00%
AIM Independence 2010 Fund                     0.75%     0.25%      1.00%
AIM Independence 2020 Fund                     0.75%     0.25%      1.00%
AIM Independence 2030 Fund                     0.75%     0.25%      1.00%
AIM Independence 2040 Fund                     0.75%     0.25%      1.00%
AIM Independence 2050 Fund                     0.75%     0.25%      1.00%
AIM International Allocation Fund              0.75%     0.25%      1.00%
AIM Mid Cap Core Equity Fund                   0.75%     0.25%      1.00%
AIM Moderate Allocation Fund                   0.75%     0.25%      1.00%
AIM Moderate Growth Allocation Fund            0.75%     0.25%      1.00%
AIM Moderately Conservative Allocation Fund    0.75%     0.25%      1.00%
AIM Small Cap Growth Fund                      0.75%     0.25%      1.00%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                 CHARGE     FEE        FEE
------------------------------                -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Asia Pacific Growth Fund                   0.75%     0.25%      1.00%
AIM European Growth Fund                       0.75%     0.25%      1.00%
AIM Global Aggressive Growth Fund              0.75%     0.25%      1.00%
AIM Global Growth Fund                         0.75%     0.25%      1.00%
AIM International Core Equity Fund             0.75%     0.25%      1.00%
AIM International Growth Fund                  0.75%     0.25%      1.00%

2

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM China Fund                                 0.75%     0.25%      1.00%
AIM Developing Markets Fund                    0.75%     0.25%      1.00%
AIM Global Health Care Fund                    0.75%     0.25%      1.00%
AIM International Total Return Fund            0.75%     0.25%      1.00%
AIM Japan Fund                                 0.75%     0.25%      1.00%
AIM LIBOR Alpha Fund                           0.75%     0.25%      1.00%
AIM Trimark Endeavor Fund                      0.75%     0.25%      1.00%
AIM Trimark Fund                               0.75%     0.25%      1.00%
AIM Trimark Small Companies Fund               0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS               CHARGE      FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Global Real Estate Fund                    0.75%     0.25%      1.00%
AIM High Yield Fund                            0.75%     0.25%      1.00%
AIM Income Fund                                0.75%     0.25%      1.00%
AIM Intermediate Government Fund               0.75%     0.25%      1.00%
AIM Money Market Fund                          0.75%     0.25%      1.00%
AIM Municipal Bond Fund                        0.75%     0.25%      1.00%
AIM Real Estate Fund                           0.75%     0.25%      1.00%
AIM Short Term Bond Fund                       0.75%     0.25%      1.00%
AIM Total Return Bond Fund                     0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Energy Fund                                0.75%     0.25%      1.00%
AIM Financial Services Fund                    0.75%     0.25%      1.00%
AIM Gold & Precious Metals Fund                0.75%     0.25%      1.00%
AIM Leisure Fund                               0.75%     0.25%      1.00%
AIM Technology Fund                            0.75%     0.25%      1.00%
AIM Utilities Fund                             0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Opportunities I Fund                       0.75%     0.25%      1.00%
AIM Opportunities II Fund                      0.75%     0.25%      1.00%
AIM Opportunities III Fund                     0.75%     0.25%      1.00%

3

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Dynamics Fund                              0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
Class C Shares                                 0.75%     0.25%      1.00%

                                              MAXIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM TAX-EXEMPT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM High Income Municipal Fund                 0.75%     0.25%      1.00%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: February 28, 2007

4

AMENDMENT NO. 3
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN

(CLASS C SHARES)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective March 9, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Select Real Estate Income 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.

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                     CHARGE     FEE        FEE
--------------------------                    -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Advantage Health Sciences Fund             0.75%     0.25%      1.00%
AIM Floating Rate Fund                         0.50%     0.25%      0.75%
AIM Multi-Sector Fund                          0.75%     0.25%      1.00%
AIM Select Real Estate Income Fund             0.75%     0.25%      1.00%
AIM Structured Core Fund                       0.75%     0.25%      1.00%
AIM Structured Growth Fund                     0.75%     0.25%      1.00%
AIM Structured Value Fund                      0.75%     0.25%      1.00%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Capital Development Fund                   0.75%     0.25%      1.00%
AIM Charter Fund                               0.75%     0.25%      1.00%
AIM Constellation Fund                         0.75%     0.25%      1.00%
AIM Diversified Dividend Fund                  0.75%     0.25%      1.00%
AIM Large Cap Basic Value Fund                 0.75%     0.25%      1.00%
AIM Large Cap Growth Fund                      0.75%     0.25%      1.00%


                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Basic Balanced Fund                        0.75%     0.25%      1.00%
AIM European Small Company Fund                0.75%     0.25%      1.00%
AIM Global Value Fund                          0.75%     0.25%      1.00%
AIM International Small Company Fund           0.75%     0.25%      1.00%
AIM Mid Cap Basic Value Fund                   0.75%     0.25%      1.00%
AIM Select Equity Fund                         0.75%     0.25%      1.00%
AIM Small Cap Equity Fund                      0.75%     0.25%      1.00%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                              CHARGE     FEE        FEE
-----------------                             -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Basic Value Fund                           0.75%     0.25%      1.00%
AIM Conservative Allocation Fund               0.75%     0.25%      1.00%
AIM Global Equity Fund                         0.75%     0.25%      1.00%
AIM Growth Allocation Fund                     0.75%     0.25%      1.00%
AIM Income Allocation Fund                     0.75%     0.25%      1.00%
AIM Independence Now Fund                      0.75%     0.25%      1.00%
AIM Independence 2010 Fund                     0.75%     0.25%      1.00%
AIM Independence 2020 Fund                     0.75%     0.25%      1.00%
AIM Independence 2030 Fund                     0.75%     0.25%      1.00%
AIM Independence 2040 Fund                     0.75%     0.25%      1.00%
AIM Independence 2050 Fund                     0.75%     0.25%      1.00%
AIM International Allocation Fund              0.75%     0.25%      1.00%
AIM Mid Cap Core Equity Fund                   0.75%     0.25%      1.00%
AIM Moderate Allocation Fund                   0.75%     0.25%      1.00%
AIM Moderate Growth Allocation Fund            0.75%     0.25%      1.00%
AIM Moderately Conservative Allocation Fund    0.75%     0.25%      1.00%
AIM Small Cap Growth Fund                      0.75%     0.25%      1.00%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                 CHARGE     FEE        FEE
------------------------------                -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Asia Pacific Growth Fund                   0.75%     0.25%      1.00%
AIM European Growth Fund                       0.75%     0.25%      1.00%
AIM Global Aggressive Growth Fund              0.75%     0.25%      1.00%
AIM Global Growth Fund                         0.75%     0.25%      1.00%
AIM International Core Equity Fund             0.75%     0.25%      1.00%
AIM International Growth Fund                  0.75%     0.25%      1.00%

2

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM China Fund                                 0.75%     0.25%      1.00%
AIM Developing Markets Fund                    0.75%     0.25%      1.00%
AIM Global Health Care Fund                    0.75%     0.25%      1.00%
AIM International Total Return Fund            0.75%     0.25%      1.00%
AIM Japan Fund                                 0.75%     0.25%      1.00%
AIM Enhanced Short Bond 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%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Global Real Estate Fund                    0.75%     0.25%      1.00%
AIM High Yield Fund                            0.75%     0.25%      1.00%
AIM Income Fund                                0.75%     0.25%      1.00%
AIM Intermediate Government Fund               0.75%     0.25%      1.00%
AIM Money Market Fund                          0.75%     0.25%      1.00%
AIM Municipal Bond Fund                        0.75%     0.25%      1.00%
AIM Real Estate Fund                           0.75%     0.25%      1.00%
AIM Short Term Bond Fund                       0.75%     0.25%      1.00%
AIM Total Return Bond Fund                     0.75%     0.25%      1.00%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Energy Fund                                0.75%     0.25%      1.00%
AIM Financial Services Fund                    0.75%     0.25%      1.00%
AIM Gold & Precious Metals Fund                0.75%     0.25%      1.00%
AIM Leisure Fund                               0.75%     0.25%      1.00%
AIM Technology Fund                            0.75%     0.25%      1.00%
AIM Utilities Fund                             0.75%     0.25%      1.00%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SPECIAL OPPORTUNITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Opportunities I Fund                       0.75%     0.25%      1.00%
AIM Opportunities II Fund                      0.75%     0.25%      1.00%
AIM Opportunities III Fund                     0.75%     0.25%      1.00%

3

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM Dynamics Fund                              0.75%     0.25%      1.00%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SUMMIT FUND                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
Class C Shares                                 0.75%     0.25%      1.00%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM TAX-EXEMPT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS C SHARES
AIM High Income Municipal Fund                 0.75%     0.25%      1.00%

* The Distribution Fee is payable apart from the sales charge, if any, as stated in the current prospectus for the applicable Portfolio (or Class thereof)."

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: March 9, 2007

4

AMENDMENT NO. 1
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN

(CLASS R SHARES)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective January 31, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the addition of AIM Independence Now Fund, AIM Independence 2010 Fund, AIM Independence 2020 Fund, AIM Independence 2030 Fund, AIM Independence 2040 Fund and AIM Independence 2050 Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS R SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST                     CHARGE     FEE        FEE
--------------------------                    -------   -------   ---------
PORTFOLIO - CLASS R SHARES

AIM Floating Rate Fund                         0.25%     0.25%      0.50%
AIM Structured Core Fund                       0.25%     0.25%      0.50%
AIM Structured Growth Fund                     0.25%     0.25%      0.50%
AIM Structured Value Fund                      0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS R SHARES

AIM Capital Development Fund                   0.25%     0.25%      0.50%
AIM Charter Fund                               0.25%     0.25%      0.50%
AIM Constellation Fund                         0.25%     0.25%      0.50%
AIM Diversified Dividend Fund                  0.25%     0.25%      0.50%
AIM Large Cap Basic Value Fund                 0.25%     0.25%      0.50%
AIM Large Cap Growth Fund                      0.25%     0.25%      0.50%


                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS R SHARES

AIM Basic Balanced Fund                        0.25%     0.25%      0.50%
AIM Mid Cap Basic Value Fund                   0.25%     0.25%      0.50%
AIM Small Cap Equity Fund                      0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                              CHARGE     FEE        FEE
-----------------                             -------   -------   ---------
PORTFOLIO - CLASS R SHARES

AIM Basic Value Fund                           0.25%     0.25%      0.50%
AIM Conservative Allocation Fund               0.25%     0.25%      0.50%
AIM Global Equity Fund                         0.25%     0.25%      0.50%
AIM Growth Allocation Fund                     0.25%     0.25%      0.50%
AIM Income Allocation Fund                     0.25%     0.25%      0.50%
AIM Independence Now Fund                      0.25%     0.25%      0.50%
AIM Independence 2010 Fund                     0.25%     0.25%      0.50%
AIM Independence 2020 Fund                     0.25%     0.25%      0.50%
AIM Independence 2030 Fund                     0.25%     0.25%      0.50%
AIM Independence 2040 Fund                     0.25%     0.25%      0.50%
AIM Independence 2050 Fund                     0.25%     0.25%      0.50%
AIM International Allocation Fund              0.25%     0.25%      0.50%
AIM Mid Cap Core Equity Fund                   0.25%     0.25%      0.50%
AIM Moderate Allocation Fund                   0.25%     0.25%      0.50%
AIM Moderate Growth Allocation Fund            0.25%     0.25%      0.50%
AIM Moderately Conservative Allocation Fund    0.25%     0.25%      0.50%
AIM Small Cap Growth Fund                      0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS                 CHARGE     FEE        FEE
------------------------------                -------   -------   ---------
PORTFOLIO - CLASS R SHARES

AIM European Growth Fund                       0.25%     0.25%      0.50%
AIM International Core Equity Fund             0.25%     0.25%      0.50%
AIM International Growth Fund                  0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                           CHARGE     FEE        FEE
--------------------                          -------   -------   ---------
PORTFOLIO - CLASS R SHARES

AIM Enhanced Short Bond Fund                   0.25%     0.25%      0.50%
AIM Trimark Endeavor Fund                      0.25%     0.25%      0.50%
AIM Trimark Fund                               0.25%     0.25%      0.50%
AIM Trimark Small Companies Fund               0.25%     0.25%      0.50%

2

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS                CHARGE     FEE        FEE
-------------------------------               -------   -------   ---------
PORTFOLIO - CLASS R SHARES

AIM Global Real Estate Fund                    0.25%     0.25%      0.50%
AIM Income Fund                                0.25%     0.25%      0.50%
AIM Intermediate Government Fund               0.25%     0.25%      0.50%
AIM Money Market Fund                          0.25%     0.25%      0.50%
AIM Real Estate Fund                           0.25%     0.25%      0.50%
AIM Short Term Bond Fund                       0.25%     0.25%      0.50%
AIM Total Return Bond Fund                     0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                               CHARGE     FEE        FEE
----------------                              -------   -------   ---------
PORTFOLIO - CLASS R SHARES

AIM Leisure Fund                               0.25%     0.25%      0.50%

                                              MINIMUM
                                               ASSET
                                               BASED    MAXIMUM    MAXIMUM
                                               SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                                CHARGE     FEE        FEE
---------------                               -------   -------   ---------
PORTFOLIO - CLASS R SHARES

AIM Dynamics Fund                              0.25%     0.25%      0.50%"

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: January 31, 2007

3

AMENDMENT NO. 2
TO THE FIRST RESTATED
MASTER DISTRIBUTION PLAN

(CLASS R SHARES)

The First Restated Master Distribution Plan (the "Plan"), dated as of August 18, 2003, and as subsequently amended, and as restated the 20th day of September, 2006, pursuant to Rule 12b-1, is hereby amended, effective February 28, 2007, as follows:

WHEREAS, the parties desire to amend the Plan to reflect the name change of AIM Enhanced Short Bond Fund to AIM LIBOR Alpha Fund;

NOW THEREFORE, Schedule A to the Plan is hereby deleted in its entirety and replaced with the following:

"SCHEDULE A
TO
THE AMENDED AND RESTATED
MASTER DISTRIBUTION PLAN
(CLASS R SHARES)

(DISTRIBUTION AND SERVICE FEES)

The Fund shall pay the Distributor as full compensation for all services rendered and all facilities furnished under the Distribution Plan for the Class R Shares of each Portfolio designated below, a Distribution Fee and a Service Fee determined by applying the annual rate set forth below as to the Class R Shares of each Portfolio to the average daily net assets of the Class R Shares of the Portfolio for the plan year. Average daily net assets shall be computed in a manner used for the determination of the offering price of the Class R Shares of the Portfolio.

                                      MINIMUM
                                       ASSET
                                       BASED    MAXIMUM    MAXIMUM
                                       SALES    SERVICE   AGGREGATE
AIM COUNSELOR SERIES TRUST             CHARGE     FEE        FEE
--------------------------            -------   -------   ---------
PORTFOLIO - CLASS R SHARES
AIM Floating Rate Fund                 0.25%     0.25%      0.50%
AIM Structured Core Fund               0.25%     0.25%      0.50%
AIM Structured Growth Fund             0.25%     0.25%      0.50%
AIM Structured Value Fund              0.25%     0.25%      0.50%

                                      MINIMUM
                                       ASSET
                                       BASED    MAXIMUM    MAXIMUM
                                       SALES    SERVICE   AGGREGATE
AIM EQUITY FUNDS                      CHARGE      FEE        FEE
----------------                      -------   -------   ---------
PORTFOLIO - CLASS R SHARES
AIM Capital Development Fund           0.25%     0.25%      0.50%
AIM Charter Fund                       0.25%     0.25%      0.50%
AIM Constellation Fund                 0.25%     0.25%      0.50%
AIM Diversified Dividend Fund          0.25%     0.25%      0.50%
AIM Large Cap Basic Value Fund         0.25%     0.25%      0.50%
AIM Large Cap Growth Fund              0.25%     0.25%      0.50%


                                      MINIMUM
                                       ASSET
                                       BASED    MAXIMUM    MAXIMUM
                                       SALES    SERVICE   AGGREGATE
AIM FUNDS GROUP                       CHARGE      FEE        FEE
---------------                       -------   -------   ---------
PORTFOLIO - CLASS R SHARES
AIM Basic Balanced Fund                0.25%     0.25%      0.50%
AIM Mid Cap Basic Value Fund           0.25%     0.25%      0.50%
AIM Small Cap Equity Fund              0.25%     0.25%      0.50%

                                      MINIMUM
                                       ASSET
                                       BASED    MAXIMUM    MAXIMUM
                                       SALES    SERVICE   AGGREGATE
AIM GROWTH SERIES                     CHARGE      FEE        FEE
-----------------                     -------   -------   ---------
PORTFOLIO - CLASS R SHARES
AIM Basic Value Fund                   0.25%     0.25%      0.50%
AIM Conservative Allocation Fund       0.25%     0.25%      0.50%
AIM Global Equity Fund                 0.25%     0.25%      0.50%
AIM Growth Allocation Fund             0.25%     0.25%      0.50%
AIM Income Allocation Fund             0.25%     0.25%      0.50%
AIM Independence Now Fund              0.25%     0.25%      0.50%
AIM Independence 2010 Fund             0.25%     0.25%      0.50%
AIM Independence 2020 Fund             0.25%     0.25%      0.50%
AIM Independence 2030 Fund             0.25%     0.25%      0.50%
AIM Independence 2040 Fund             0.25%     0.25%      0.50%
AIM Independence 2050 Fund             0.25%     0.25%      0.50%
AIM International Allocation Fund      0.25%     0.25%      0.50%
AIM Mid Cap Core Equity Fund           0.25%     0.25%      0.50%
AIM Moderate Allocation Fund           0.25%     0.25%      0.50%
AIM Moderate Growth Allocation Fund    0.25%     0.25%      0.50%
AIM Moderately Conservative
   Allocation Fund                     0.25%     0.25%      0.50%
AIM Small Cap Growth Fund              0.25%     0.25%      0.50%

                                      MINIMUM
                                       ASSET
                                       BASED    MAXIMUM    MAXIMUM
                                       SALES    SERVICE   AGGREGATE
AIM INTERNATIONAL MUTUAL FUNDS        CHARGE      FEE        FEE
------------------------------        -------   -------   ---------
PORTFOLIO - CLASS R SHARES
AIM European Growth Fund               0.25%     0.25%      0.50%
AIM International Core Equity Fund     0.25%     0.25%      0.50%
AIM International Growth Fund          0.25%     0.25%      0.50%

                                      MINIMUM
                                       ASSET
                                       BASED    MAXIMUM    MAXIMUM
                                       SALES    SERVICE   AGGREGATE
AIM INVESTMENT FUNDS                  CHARGE      FEE        FEE
--------------------                  -------   -------   ---------
PORTFOLIO - CLASS R SHARES
AIM LIBOR Alpha Fund                   0.25%     0.25%      0.50%
AIM Trimark Endeavor Fund              0.25%     0.25%      0.50%
AIM Trimark Fund                       0.25%     0.25%      0.50%
AIM Trimark Small Companies Fund       0.25%     0.25%      0.50%

2

                                      MINIMUM
                                       ASSET
                                       BASED    MAXIMUM    MAXIMUM
                                       SALES    SERVICE   AGGREGATE
AIM INVESTMENT SECURITIES FUNDS       CHARGE      FEE        FEE
-------------------------------       -------   -------   ---------
PORTFOLIO - CLASS R SHARES
AIM Global Real Estate Fund            0.25%     0.25%      0.50%
AIM Income Fund                        0.25%     0.25%      0.50%
AIM Intermediate Government Fund       0.25%     0.25%      0.50%
AIM Money Market Fund                  0.25%     0.25%      0.50%
AIM Real Estate Fund                   0.25%     0.25%      0.50%
AIM Short Term Bond Fund               0.25%     0.25%      0.50%
AIM Total Return Bond Fund             0.25%     0.25%      0.50%

                                      MINIMUM
                                       ASSET
                                       BASED    MAXIMUM    MAXIMUM
                                       SALES    SERVICE   AGGREGATE
AIM SECTOR FUNDS                      CHARGE      FEE        FEE
----------------                      -------   -------   ---------
PORTFOLIO - CLASS R SHARES
AIM Leisure Fund                       0.25%     0.25%      0.50%

                                      MINIMUM
                                       ASSET
                                       BASED    MAXIMUM    MAXIMUM
                                       SALES    SERVICE   AGGREGATE
AIM STOCK FUNDS                       CHARGE      FEE        FEE
---------------                       -------   -------   ---------
PORTFOLIO - CLASS R SHARES
AIM Dynamics Fund                      0.25%     0.25%      0.50%"

All other terms and provisions of the Plan not amended herein shall remain in full force and effect.

Dated: February 28, 2007

3

ELEVENTH AMENDED AND RESTATED
MULTIPLE CLASS PLAN
OF
THE AIM FAMILY OF FUNDS(R)

1. This Multiple Class Plan (the "Plan") adopted in accordance with Rule 18f-3 under the Act shall govern the terms and conditions under which the Funds may issue separate Classes of Shares representing interests in one or more Portfolios of each Fund.

2. Definitions. As used herein, the terms set forth below shall have the meanings ascribed to them below.

(a) Act -- Investment Company Act of 1940, as amended.

(b) AIM Cash Reserve Shares -- shall mean the AIM Cash Reserve Shares Class of AIM Money Market Fund, a Portfolio of AIM Investment Securities Funds.

(c) CDSC -- contingent deferred sales charge.

(d) CDSC Period -- the period of years following acquisition of Shares during which such Shares may be assessed a CDSC upon redemption.

(e) Class -- a class of Shares of a Fund representing an interest in a Portfolio.

(f) Class A Shares -- shall mean those Shares designated as Class A Shares in the Fund's organizing documents.

(g) Class A3 Shares -- shall mean those Shares designated as Class A3 Shares in the Fund's organizing documents.

(h) Class B Shares -- shall mean those Shares designated as Class B Shares in the Fund's organizing documents.

(i) Class C Shares -- shall mean those Shares designated as Class C Shares in the Fund's organizing documents.

(j) Class P Shares -- shall mean those Shares designated as Class P Shares in the Fund's organizing documents.

(k) Class R Shares -- shall mean those Shares designated as Class R Shares in the Fund's organizing documents.

(l) Distribution Expenses -- expenses incurred in activities which are primarily intended to result in the distribution and sale of Shares as authorized in a Plan of Distribution and/or agreements relating thereto.

(m) Distribution Fee -- a fee paid to the Distributor and/or financial intermediaries for Distribution Expenses.

-1-

(n) Distributor -- A I M Distributors, Inc. or Fund Management Company, as applicable.

(o) Fund -- those investment companies advised by A I M Advisors, Inc. which have adopted this Plan.

(p) Institutional Class Shares -- shall mean those Shares designated as Institutional Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by A I M Distributors, Inc. that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus.

(q) Institutional Money Market Fund Shares -- shall mean those Shares designated as Cash Management Class Shares, Corporate Class Shares, Institutional Class Shares, Personal Investment Class Shares, Private Investment Class Shares, Reserve Class Shares, Resource Class Shares and Sweep Class Shares in the Fund's organizing documents and representing an interest in a Portfolio distributed by Fund Management Company that are offered for sale to institutional customers as may be approved by the Trustees from time to time and as set forth in the Prospectus.

(r) Investor Class Shares -- shall mean those Shares designated as Investor Class Shares in the Fund's organizing documents.

(s) Plan of Distribution -- any plan adopted under Rule 12b-1 under the Act with respect to payment of a Distribution Fee and/or Service Fee.

(t) Portfolio -- a series of the Shares of a Fund constituting a separate investment portfolio of the Fund.

(u) Prospectus -- the then currently effective prospectus and statement of additional information of a Portfolio.

(v) Service Fee -- a fee paid to the Distributor and/or financial intermediaries for the ongoing provision of personal services to Fund shareholders and/or the maintenance of shareholder accounts.

(w) Share -- a share of beneficial interest in a Fund.

(x) Trustees -- the directors or trustees of a Fund.

3. Allocation of Income and Expenses.

(a) Distribution Fees and Service Fees -- Each Class shall bear directly any and all Distribution Fees and/or Service Fees payable by such Class pursuant to a Plan of Distribution adopted by the Fund with respect to such Class.

(b) Transfer Agency and Shareholder Recordkeeping Fees -- Institutional Class Shares -- The Institutional Class Shares shall bear directly the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Class.

-2-

(c) Transfer Agency and Shareholder Recordkeeping Fees -- All Shares except Institutional Class Shares -- Each Class of Shares, except Institutional Class Shares, shall bear proportionately the transfer agency fees and expenses and other shareholder recordkeeping fees and expenses incurred with respect to such Classes, based on the relative net assets attributable to each such Class.

(d) Allocation of Other Expenses -- Each Class shall bear proportionately all other expenses incurred by a Portfolio based on the relative net assets attributable to each such Class.

(e) Allocation of Income, Gains and Losses -- Except to the extent provided in the following sentence, each Portfolio will allocate income and realized and unrealized capital gains and losses to a Class based on the relative net assets of each Class. Notwithstanding the foregoing, each Portfolio that declares dividends on a daily basis will allocate income on the basis of settled Shares.

(f) Waiver of Fees and Reimbursement of Expenses -- A Portfolio's adviser, underwriter or any other provider of services to the Portfolio may waive fees payable by, or reimburse expenses of, a Class, to the extent that such fees and expenses are payable, or have been paid, to such provider, and have been allocated solely to that Class as a Class expense. Such provider may also waive fees payable, or reimburse expenses paid, by all Classes in a Portfolio to the extent such fees and expenses have been allocated to such Classes in accordance with relative net assets.

4. Distribution and Servicing Arrangements. The distribution and servicing arrangements identified below will apply for the following Classes offered by a Fund with respect to a Portfolio. The provisions of the Prospectus describing the distribution and servicing arrangements are incorporated herein by this reference.

(a) AIM Cash Reserve Shares. AIM Cash Reserve Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(b) Class A Shares. Class A Shares shall be offered at net asset value plus a front-end sales charge as approved from time to time by the Trustees and set forth in the Prospectus, which sales charge may be reduced or eliminated for certain money market fund shares, for larger purchases, under a combined purchase privilege, under a right of accumulation, under a letter of intent or for certain categories of purchasers as permitted by Section 22(d) of the Act and as set forth in the Prospectus. Class A Shares that are not subject to a front-end sales charge as a result of the foregoing shall be subject to a CDSC for the CDSC Period set forth in Section 5(a) of this Plan if so provided in the Prospectus. The offering price of Shares subject to a front-end sales charge shall be computed in accordance with Rule 22c-1 and Section 22(d) of the Act and the rules and regulations thereunder. Class A Shares shall be subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

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(c) Class A3 Shares. Class A3 Shares shall be (i) offered at net asset value, and (ii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(d) Class B Shares. Class B Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section
5(c), (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus, and subject to the exceptions below, (iv) converted to Class A Shares on or about the end of the month which is no less than 96 months and no more than 97 months after the date in which the shareholder's order to purchase was accepted, as set forth in the Prospectus.

Class B Shares of AIM Money Market Fund will convert to AIM Cash Reserve Shares of AIM Money Market Fund.

(e) Class C Shares. Class C Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section 5(d) if so provided in the Prospectus, and (iii) subject to ongoing Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(f) Class P Shares. Class P Shares shall be (i) offered at net asset value, and (ii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(g) Class R Shares. Class R Shares shall be (i) offered at net asset value, (ii) subject to a CDSC for the CDSC Period set forth in Section
5(f), and (iii) subject to on-going Service Fees and/or Distribution Fees approved from time to time by the Trustees and set forth in the Prospectus.

(h) Institutional Class Shares. Institutional Class Shares shall be (i) offered at net asset value and (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus.

(i) Institutional Money Market Fund Shares. Institutional Money Market Fund Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of institutional customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus.

(j) Investor Class Shares. Investor Class Shares shall be (i) offered at net asset value, (ii) offered only to certain categories of customers as approved from time to time by the Trustees and as set forth in the Prospectus, and (iii) may be subject to ongoing Service Fees and/or Distribution Fees as approved from time to time by the Trustees and set forth in the Prospectus.

5. CDSC. A CDSC shall be imposed upon redemptions of Class A Shares that do not incur a front-end sales charge, and of certain AIM Cash Reserve Shares, Class B Shares, Class C Shares and Class R Shares as follows:

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(a) AIM Cash Reserve Shares. AIM Cash Reserve Shares acquired through exchange of Class A Shares of another Portfolio may be subject to a CDSC for the CDSC Period set forth in Section 5(b) of this Plan if so provided in the Prospectus.

(b) Class A Shares. The CDSC Period for Class A Shares that are subject to a CDSC shall be the period set forth in the Fund's Prospectus. The CDSC rate shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference. No CDSC shall be imposed on Class A Shares unless so provided in a Prospectus.

(c) Class B Shares. The CDSC Period for the Class B Shares shall be six years. The CDSC rate for the Class B Shares shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by this reference.

(d) Class C Shares. The CDSC Period for the Class C Shares that are subject to a CDSC shall be one year. The CDSC rate for the Class C Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

(e) Class R Shares. The CDSC Period for the Class R Shares that are subject to a CDSC shall be the period set forth in the Prospectus. The CDSC rate for the Class R Shares that are subject to a CDSC shall be as set forth in the Prospectus, the relevant portions of which are incorporated herein by reference.

(f) Method of Calculation. The CDSC shall be assessed on an amount equal to the lesser of the then current market value or the cost of the Shares being redeemed. No CDSC shall be imposed on increases in the net asset value of the Shares being redeemed above the initial purchase price. No CDSC shall be assessed on Shares derived from reinvestment of dividends or capital gains distributions. The order in which Shares are to be redeemed when not all of such Shares would be subject to a CDSC shall be determined by the Distributor in accordance with the provisions of Rule 6c-10 under the Act.

(g) Waiver. The Distributor may in its discretion waive a CDSC otherwise due upon the redemption of Shares on terms disclosed in the Prospectus and, for the Class A Shares and AIM Cash Reserve Shares, as allowed under Rule 6c-10 under the Act.

(h) CDSC Computation. The CDSC payable upon redemption of AIM Cash Reserve Shares, Class A Shares, Class B Shares, Class C Shares, and Class R Shares subject to a CDSC shall be computed in the manner described in the Prospectus.

6. Exchange Privileges. Exchanges of Shares, except for Institutional Money Market Fund Shares, shall be permitted between Funds as follows:

(a) Shares of a Portfolio generally may be exchanged for Shares of the same Class of another Portfolio or where so provided for in the Prospectus, another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus.

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(b) Shares of a Portfolio generally may not be exchanged for Shares of a different Class of that Portfolio or another Portfolio or another registered investment company distributed by A I M Distributors, Inc. subject to such exceptions and such terms and limitations as are disclosed in the Prospectus.

(c) Depending upon the Portfolio from which and into which an exchange is being made and when the shares were purchased, shares being acquired in an exchange may be acquired at their offering price, at their net asset value or by paying the difference in sales charges, as disclosed in the Prospectus.

7. Service Fees and Distribution Fees. The Service Fee and Distribution Fee applicable to any Class shall be those set forth in the Prospectus, relevant portions of which are incorporated herein by this reference. All other terms and conditions with respect to Service Fees and Distribution Fees shall be governed by the Plan of Distribution and/or agreements relating thereto adopted by the Fund with respect to such fees and Rule 12b-1 of the Act.

8. Conversion of Class B Shares.

(a) Shares Received upon Reinvestment of Dividends and Distributions -- Shares purchased through the reinvestment of dividends and distributions paid on Shares subject to conversion shall be treated as if held in a separate sub-account. Each time any Shares in a Shareholder's account (other than Shares held in the sub-account) convert to Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund), a proportionate number of Shares held in the sub-account shall also convert to Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund).

(b) Conversions on Basis of Relative Net Asset Value -- All conversions, including the 2006 Class B Share Conversion, shall be effected on the basis of the relative net asset values of the two Classes without the imposition of any sales load or other charge.

(c) Amendments to Plan of Distribution for Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund) -- If any amendment is proposed to the Plan of Distribution under which Service Fees and Distribution Fees are paid with respect to Class A Shares of a Fund (AIM Cash Reserve Shares in the case of AIM Money Market Fund) that would increase materially the amount to be borne by those Class A Shares (AIM Cash Reserve Shares in the case of AIM Money Market Fund), then no Class B Shares shall convert into Class A Shares of that Fund (AIM Cash Reserve Shares in the case of AIM Money Market Fund) until the holders of Class B Shares of that Fund have also approved the proposed amendment. If the holders of such Class B Shares do not approve the proposed amendment, the Trustees of the Fund and the Distributor shall take such action as is necessary to ensure that the Class voting against the amendment shall convert into another Class identical in all material respects to Class A Shares of the Fund (AIM Cash Reserve Shares in the case of AIM Money Market Fund) as constituted prior to the amendment.

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9. Effective Date. This Plan shall not take effect until a majority of the Trustees of a Fund, including a majority of the Trustees who are not interested persons of the Fund, shall find that the Plan, as proposed and including the expense allocations, is in the best interests of each Class individually and the Fund as a whole.

10. Amendments. This Plan may not be amended to materially change the provisions of this Plan unless such amendment is approved in the manner specified in Section 10 above.

11. Administration of Plan. This Plan shall be administered in compliance with all applicable provisions of the Act and all applicable rules promulgated under the Act, including but not limited to Rule 18f-3, Rule 6c-10 (with respect to the imposition of CDSCs upon the redemption of Shares) and Rule 11a-3 (with respect to exchange privileges among Shares).

Effective December 12, 2001, as amended and restated: March 4, 2002, July 21, 2003, August 18, 2003, May 12, 2004, February 25, 2005, June 30, 2005 August 4, 2005, December 6, 2005, July 5, 2006, and as further amended and restated December 8, 2006.

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POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Bob R. Baker
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Bob R. Baker


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Frank S. Bayley
-----------------------------------------
Frank S. Bayley


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ James T. Bunch
-----------------------------------------
James T. Bunch


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Bruce L. Crockett
-----------------------------------------
Bruce L. Crockett


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Albert R. Dowden
-----------------------------------------
Albert R. Dowden


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Jack M. Fields
-----------------------------------------
Jack M. Fields


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Martin L. Flanagan
-----------------------------------------
Martin L. Flanagan


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Carl Frischling
-----------------------------------------
Carl Frischling


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Robert H. Graham
-----------------------------------------
Robert H. Graham


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Prema Mathai-Davis
-----------------------------------------
Prema Mathai-Davis


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Lewis F. Pennock
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Lewis F. Pennock


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Ruth H. Quigley
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Ruth H. Quigley


POWER OF ATTORNEY

I appoint Philip A. Taylor and John M. Zerr, and each of them separately, to act as my attorneys-in-fact and agents, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor and John M. Zerr, and each of them separately, as attorneys-in-fact and agents the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor and/or John M. Zerr lawfully takes as my attorneys-in-fact and agents by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Larry Soll
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Larry Soll


POWER OF ATTORNEY

I appoint John M. Zerr, to act as my attorney-in-fact and agent, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant John M. Zerr, as attorney-in-fact and agent the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that John M. Zerr lawfully takes as my attorney-in-fact and agent by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ Philip A. Taylor
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Philip A. Taylor


POWER OF ATTORNEY

I appoint Philip A. Taylor, to act as my attorney-in-fact and agent, in my capacity as a trustee of the Funds listed below to:

(1) sign on my behalf any and all Registration Statements under the Securities Act of 1933, and the Investment Company Act of 1940, and any pre- and post-effective amendments and supplements to such Registration Statements, and to file the same, including all exhibits to such Registration Statements, and other documents filed in connection with such Registration Statements including prospectuses and statements of additional information included in such Registration Statements and supplements to such prospectuses and statements of additional information, with the Securities and Exchange Commission and any other applicable state and federal regulatory authorities, and

(2) sign any and all applications for exemptive relief from state or federal securities regulations, and amendments to such applications, and to file the same with the applicable regulatory authority,

I grant Philip A. Taylor, as attorney-in-fact and agent the power of substitution and resubstitution in his name and stead, and the full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with the foregoing appointments.

As used in this Power of Attorney, "Funds" shall mean: AIM Core Allocation Portfolio Series, AIM Counselor Series Trust, AIM Equity Funds, AIM Funds Group, AIM Growth Series, AIM International Mutual Funds, AIM Investment Funds, AIM Investment Securities Funds, AIM Sector Funds, AIM Special Opportunities Funds, AIM Stock Funds, AIM Summit Fund, AIM Tax-Exempt Funds, AIM Treasurer's Series Trust, AIM Variable Insurance Funds, Short-Term Investments Trust and Tax-Free Investments Trust, each a Delaware statutory trust.

I ratify and confirm any and all acts that Philip A. Taylor lawfully takes as my attorney-in-fact and agent by virtue of this appointment.

DATED this 23rd day of April, 2007.

/s/ John M. Zerr
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John M. Zerr