AIM FLOATING RATE FUND
N-23C3A, 2000-04-28
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<PAGE>   1


                                  Form N-23C-3

                        Notification of Repurchase Offer
                    Pursuant to Rule 23c-3 [17 CRF 270.23c-3]

1.   Investment Company Act File Number 811-09797

Date of Notification: April 28, 2000

2.   Exact name of investment company as specified in registration statement:
AIM Floating Rate Fund

3.   Address of principal executive office: (number, street, city, state, zip
code) 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173.

4.   Check one of the following:

A.   [x] The notification pertains to a periodic repurchase offer under
     paragraph (b) of Rule 23c-3.

B.   [ ] The notification pertains to a discretionary repurchase offer under
     paragraph (c) of Rule 23c-3.

C.   [ ] The notification pertains to a periodic repurchase offer under
     paragraph (b) of Rule 23c-3 and a discretionary repurchase offer under
     paragraph (c) of Rule 23c-3.


                                       By: /s/ OFELIA M. MAYO
                                           -------------------------------------
                                           Ofelia M. Mayo
                                           Assistant Secretary


INSTRUCTIONS:

1.   This form must be completed by registered closed-end investment companies
     or business development companies that make repurchase offers pursuant to
     Rule 23c-3. The form shall be attached to a notification to shareholders
     under paragraph (b)(4) of Rule 23c-3.

2.   Submissions using this form shall be filed in triplicate with the
     Commission within three business days after a notification is sent to
     shareholders. One copy shall be manually signed; the other copies may have
     facsimile or typed signatures.
<PAGE>   2

<TABLE>
<S>                <C>
                   AIM Floating Rate Fund
                   11 Greenway Plaza, Suite 100
[AIM LOGO          Houston, Texas 77046-1173
APPREARS HERE]     1-800-959-4246
</TABLE>

                            REPURCHASE OFFER NOTICE

April 28, 2000

Dear AIM Floating Rate Fund Shareholder:

     This notice is to inform you about your Fund's second quarter offer to
repurchase a portion of its outstanding shares and to provide instructions to
shareholders who would like to tender some or all of their shares for repurchase
by the Fund.

     This repurchase offer is intended to provide liquidity to shareholders,
because shares of your Fund are not redeemable daily for cash nor are they
traded on a stock exchange. You can offer some or all of your Fund shares for
repurchase only during one of the Fund's scheduled quarterly repurchase offers.

     The repurchase offer period will begin on April 28, 2000, and end on May
19, 2000. If you wish to sell any of your Fund shares during this tender period,
you can do so in one of the following ways:

          1. If your shares are held in your own name (please refer to your
     account statement), you can complete the attached Repurchase Request Form
     and return it to A I M Fund Services, Inc., the Fund's Transfer Agent, by
     the close of the New York Stock Exchange (normally 4:00 P.M. EST) on May
     19, 2000. The Fund currently does not charge a processing fee for handling
     repurchase requests.

          2. IF YOUR SHARES ARE HELD FOR YOU BY YOUR BROKER-DEALER, OR FOR YOUR
     RETIREMENT PLAN BY YOUR RETIREMENT PLAN TRUSTEE, YOU MUST CONTACT YOUR
     BROKER-DEALER OR RETIREMENT PLAN TRUSTEE AND HAVE THEM SUBMIT THE
     REPURCHASE REQUEST FOR YOU. You may be charged a transaction fee for that
     service by your financial advisor or broker. Please refer to your Fund
     Prospectus and the enclosed Repurchase Offer Terms and Repurchase Request
     Form for more details.

     If you are not interested in selling any of your shares at this time, you
do not have to do anything and can disregard this notice. We will contact you
again next quarter to remind you of the next repurchase offer.

     All requests to have shares repurchased must be received by A I M Fund
Services, Inc., the Fund's Transfer Agent, at its office in Texas in good order
by the close of the New York Stock Exchange (normally 4:00 P.M. EST) May 19,
2000 (the Repurchase Request Deadline).

     Please refer to the enclosed Repurchase Offer documents. If you have any
questions, call your financial advisor or broker, or you can call the Transfer
Agent at 1-800-959-4246.

Sincerely,
A I M Fund Services, Inc.
Transfer Agent
<PAGE>   3

[AIM LOGO APPEARS HERE]

                             AIM FLOATING RATE FUND

                             REPURCHASE OFFER TERMS

                                 APRIL 28, 2000

     1. THE OFFER. AIM Floating Rate Fund (the "Fund") is offering to repurchase
for cash up to ten percent (10%) of the aggregate of its issued and outstanding
Class B and Class C shares of beneficial interest ("Shares") at a price equal to
the respective net asset value ("NAV" or "Net Asset Value") as of the close of
the New York Stock Exchange on the Repurchase Pricing Date (defined below) upon
the terms and conditions set forth in this Offer, the Repurchase Offer Notice,
the Fund's Prospectus, and the related Repurchase Request Form. Together those
documents constitute the "Repurchase Offer". The purpose of the Repurchase Offer
is to provide liquidity to shareholders of the Fund. The offer is not
conditioned upon the tender for repurchase of any minimum number of Shares. All
classes of Shares are considered to be a single class for the purposes of
allocating repurchases under this Repurchase Offer.

     2. REPURCHASE REQUEST DEADLINE. All tenders of Shares for repurchase must
be received in proper form by the Transfer Agent at its office in Texas or by
its designated agents on or before the close of the New York Stock Exchange
(normally the Exchange closes at 4:00 P.M., Eastern Time, but may close earlier
on certain days) on May 19, 2000. Repurchase Requests submitted to the Transfer
Agent must be sent to the addresses or phone numbers specified in this
Repurchase Offer.

     3. REPURCHASE PRICING DATE. The Net Asset Values of Class B and Class C
Shares for repurchases must be determined no later than June 2, 2000. However,
the Fund intends to determine those Net Asset Values on May 19, 2000 (the
Repurchase Request Deadline), if doing so is not likely to result in significant
dilution of the prices of the Shares, or as soon as such determination can be
made after that date. If the Fund chooses a Repurchase Pricing Date later than
the Repurchase Request Deadline, there is a risk that the Fund's Net Asset
Values per share may fluctuate between those dates.

     4. NET ASSET VALUES. On April 19, 2000, the Net Asset Value per share of
the Fund's Class B shares was $9.61, and the Net Asset Value per share of the
Fund's Class C shares was $9.61. You must determine whether to tender Shares
prior to the Repurchase Request Deadline, but the Net Asset Values at which the
Fund will repurchase Shares will not be calculated until the Repurchase Pricing
Date. The Net Asset Values may fluctuate between the date you submit your
Repurchase Request and the Repurchase Request Deadline (and the Repurchase
Pricing Date, if different.) The Net Asset Values on the Repurchase Request
Deadline and the Repurchase Pricing Date could be higher or lower than on the
date you submit a Repurchase Request. Please call A I M Fund Services, Inc. at
1-800-959-4246 for the Fund's current Net Asset Values.

     5. PAYMENT FOR SHARES REPURCHASED. Payment for all Shares repurchased
pursuant to this Repurchase Offer will be made not later than 7 days after the
Repurchase Pricing Date.

     6. INCREASE IN NUMBER OF SHARES REPURCHASED; PRO RATA REPURCHASES. If
shareholders tender for repurchase more Shares than the number of Shares that
the Fund is offering to repurchase, the Fund may (but is not obligated to)
increase the number of Shares that the Fund is offering to purchase by up to two
percent (2%) of the number of Shares outstanding on the Repurchase Request
Deadline. The Fund may increase the number of Shares to be repurchased or the
Fund may decide not to do so. In either case, if the number of Shares tendered
for repurchase exceeds the number of Shares which the Fund is offering to
repurchase, the Fund will repurchase tendered shares on a pro rata basis. The
Fund may, in its discretion, accept all Shares tendered by shareholders who own
less than 100 shares and tender all their Shares for repurchase in this
Repurchase Offer, before prorating the Shares tendered by other shareholders.
There can be no assurance that the Fund will be able to repurchase all the
Shares that you tender even if you tender all the Shares that you own. In the
event of an oversubscribed Repurchase Offer, you may be unable to liquidate some
or all of your investment at Net Asset Value. You may have to wait until a
subsequent repurchase offer to tender shares that the Fund was unable to
repurchase, and you would be subject to the risk of Net Asset Value fluctuations
during that time.

     7. WITHDRAWAL OF TENDER OF SHARES FOR REPURCHASE. Shares tendered pursuant
to the Repurchase Offer may be withdrawn or you may change the number of Shares
tendered for Repurchase at
<PAGE>   4

any time prior to the close of the New York Stock Exchange (normally the
Exchange closes at 4:00 P.M., Eastern time, but may close earlier on certain
days) on May 19, 2000 (the Repurchase Request Deadline). You must send a written
notice to the Transfer Agent at one of the addresses specified in this
Repurchase Offer, and the Transfer Agent must receive it before the Repurchase
Request Deadline.

     8. SUSPENSION OR POSTPONEMENT OF REPURCHASE OFFER. The Board of Trustees of
the Fund may suspend or postpone this Repurchase Offer only by a majority vote
of the Trustees (including a majority of the disinterested Trustees) and only:

          (A) for any period during which the New York Stock Exchange or any
     market in which the securities owned by the Fund are principally traded is
     closed, other than customary weekend and holiday closings, or during which
     trading in such market is restricted;

          (B) for any period during which an emergency exists as a result of
     which disposal by the Fund of securities owned by it is not reasonably
     practicable, or during which it is not reasonably practicable for the Fund
     fairly to determine the value of its net assets; or

          (C) for such other periods as the Securities and Exchange Commission
     may by order permit for the protection of shareholders of the Fund; or

          (D) if the Repurchase Offer would cause the Fund to lose its status as
     a regulated investment company under Subchapter M of the Internal Revenue
     Code.

     9. TAX CONSEQUENCES. Shareholders should consult their tax advisers
regarding the specific tax consequences, including state and local tax
consequences, of a repurchase of their Shares. Special tax rules apply to shares
repurchased from retirement plan accounts. A repurchase of Shares pursuant to
the Repurchase Offer (including an exchange for shares of another AIM fund) will
be treated as a taxable sale or exchange of the Shares if the tender (i)
completely terminates the shareholder's interest in the Fund, (ii) is treated
under the Internal Revenue Code as a distribution that is "substantially
disproportionate" with respect to the shareholder or (iii) is treated under the
Internal Revenue Code as a distribution that is "not essentially equivalent to a
dividend." A "substantially disproportionate" distribution generally requires a
reduction of at least 20% in the shareholder's proportionate interest in the
Fund after all Shares are tendered. A distribution "not essentially equivalent
to a dividend" requires that there be a "meaningful reduction" in the
shareholder's interest, which should be the case if the shareholder has a
minimal interest in the Fund, exercises no control over Fund affairs and suffers
a reduction in his or her proportionate interest. The Fund intends to take the
position that tendering shareholders will qualify for sale or exchange
treatment. If the transaction is so treated, any recognized gain or loss will be
treated as a capital gain or loss by shareholders who hold their Shares as a
capital asset and as a long-term capital gain or loss if such Shares have been
held for more than twelve months. If the transaction is not treated as a sale or
exchange for tax purposes, the amount received upon a repurchase of Shares will
consist in whole or in part of ordinary dividend income, a return of capital or
capital gain, depending on the Fund's earnings and profits for its taxable year
and the shareholder's basis in the Shares. In addition, if any amounts received
are treated as a dividend to tendering shareholders, a constructive dividend may
be received by non-tendering shareholders whose proportionate interest in the
Fund has been increased as a result of the tender.

     10. EARLY WITHDRAWAL CHARGES. The Fund does not currently charge a special
handling or processing fee for repurchases. However, if you tender for
repurchase Class B and Class C Shares that are subject to Early Withdrawal
Charges as described in the Fund's Prospectus, and if those Shares are
repurchased by the Fund, the applicable Early Withdrawal Charge will be deducted
from the proceeds of the repurchase of your shares. If you ask that a specific
number of shares be repurchased and those shares are repurchased, the applicable
sales charge will be deducted from the repurchase proceeds. If you ask the Fund
to repurchase a sufficient number of shares to provide you with proceeds of a
specific dollar amount, and if some or all of those shares are subject to Early
Withdrawal Charges, then (assuming your request is not subject to pro-ration)
the Fund will repurchase a sufficient number of shares to pay the net proceeds
you have requested and enough additional shares to pay the applicable Early
Withdrawal Charge. If you claim entitlement to a waiver or reduction of Early
Withdrawal Charges based upon the terms of the Fund's current Prospectus, you
must identify the basis of that entitlement to the Transfer Agent in written
instructions submitted as part of your Repurchase Request Form.
<PAGE>   5

     11. PROPER FORM OF REPURCHASE REQUEST DOCUMENTS. All questions as to the
validity, form, eligibility (including, for example, the time of receipt) and
acceptance of repurchase requests will be determined by the Fund and its
Transfer Agent, in their sole discretion, and that determination will be final
and binding. The Fund reserves the right to reject any and all tenders of
repurchase requests for Shares determined not to be in the proper form, or to
refuse to accept for payment, purchase, exchange or pay for any Shares if, in
the opinion of counsel to the Fund or the Transfer Agent, accepting, purchasing,
exchanging, or paying for such Shares would be unlawful. The Fund also reserves
the absolute right to waive any of the conditions of this Repurchase Offer or
any defect in any tender of Shares, whether in general or with respect to any
particular Shares or shareholder(s). The Fund's interpretations of the terms and
conditions of this Repurchase Offer shall be final and binding. Unless waived,
any defects or irregularities in connection with repurchase requests must be
cured within the times as the Fund shall determine. Tenders of Shares will not
be deemed to have been made until all defects or irregularities have been cured
or waived.

     Neither the Fund, A I M Fund Services, Inc., A I M Advisors, Inc. (the
Fund's investment advisor) or A I M Distributors, Inc. (the Fund's distributor)
nor any other person is or will be obligated to give notice of any defects or
irregularities in repurchase requests tendered, nor shall any of them incur any
liability for failure to give any such notice.

     Neither the Fund nor its Board of Trustees make any recommendation to any
shareholder whether to tender or refrain from tendering Shares. Each shareholder
must make an independent decision whether to tender Shares and, if so, how many
Shares to tender.

     No person has been authorized to make any recommendation on behalf of the
Fund whether shareholders should tender pursuant to this Repurchase Offer. No
person has been authorized to give any information or to make any
representations in connection with this Repurchase Offer other than those
contained in this Repurchase Offer or in the Fund's Prospectus. If given or
made, any such recommendations and such information must not be relied upon as
having been authorized by the Fund, its investment advisor, distributor or
Transfer Agent.

     For the Fund's current Net Asset Values per share and other information
about this Repurchase Offer, or for a copy of the Fund's Prospectus, call A I M
Fund Services at 1-800-959-4246 or contact your financial advisor.

Dated: April 28, 2000
<PAGE>   6

                             AIM FLOATING RATE FUND
[AIM LOGO APPEARS HERE]     REPURCHASE REQUEST FORM

To: AIM Floating Rate Fund

     NOTE: THIS REPURCHASE REQUEST FORM SHOULD ONLY BE USED IF YOUR SHARES ARE
HELD IN YOUR OWN NAME (PLEASE CHECK YOUR ACCOUNT STATEMENT). IF YOUR SHARES ARE
HELD FOR YOU BY YOUR BROKER-DEALER, RETIREMENT PLAN TRUSTEE OR OTHER FIDUCIARY,
YOU MUST CONTACT THEM TO HAVE THEM SUBMIT A REPURCHASE REQUEST FORM ON YOUR
BEHALF.

     Please repurchase the shares of AIM Floating Rate Fund designated below at
a price equal to their net asset value per share (NAV) on the Repurchase Pricing
Date that applies to this quarterly Repurchase Offer. I understand that if any
shares repurchased are subject to an Early Withdrawal Charge, that charge will
be deducted from the proceeds of my repurchased shares.

<TABLE>
<S>                                       <C>
Name(s) of Registered Shareholders:       --------------------------------------------------------
(Please fill in EXACTLY as listed on your account statement):

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

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

Your Account Number:                      --------------------------------------------------------

                                          ---------  Class B shares     ---------  Class C shares

                                          (   )    -
Your Daytime Telephone Number:
                                          Area code    Number

Shares Tendered for Repurchase:
(Please fill in ALL applicable information)
</TABLE>

<TABLE>
<S>                                       <C>
[ ]  Partial Tender                       Please repurchase __________ shares from my account.
                                          (Number of shares)

[ ]  Full Tender                          Please tender all shares from my account.

[ ]  Dollar Amount                        Please repurchase enough of my shares so that I will
                                          receive $ ------. (If an Early Withdrawal Charge
                                          applies, enough shares will be repurchased to provide
                                          the net proceeds requested)

[ ]  Exchange                             Please exchange the shares repurchased above for like
                                          shares of AIM ------------------ Fund.
                                          (By checking this option, you certify that you have
                                          already received a current prospectus of that Fund.)
</TABLE>

Payment and Delivery Instructions:

Unless you have elected to exchange your shares for shares of another AIM fund,
a check for the proceeds of repurchased shares will be issued in the name of the
registered shareholder(s) and mailed to the address of record on the account.
Alternate payment methods require your signature to be guaranteed. If alternate
payment and/or delivery is required, please provide instructions below.

[ ]  Please make the check payable to the registration and address of record.

[ ]  Please make check payable to:
- ----------------------------------------------------------------------------

    Mail to:
    ----------------------------------------------------------------------------

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

    ----------------------------------------------------------------------------
<PAGE>   7

[ ]  Please mail the cash proceeds to the following Bank Account:
     Bank Name
     -----------------------------------------
     Bank Address
     -----------------------------------------

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

     -----------------------------------------
     Bank Account Number
     -----------------------------------------
     Bank Account Name(s)
     -----------------------------------------
[ ]  Please wire the cash proceeds to the following Bank Account:
     Bank Name
     -----------------------------------------
     Bank ABA Number
     -----------------------------------------
     Bank Account Number
     -----------------------------------------
     Bank Account Name(s)
     -----------------------------------------

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

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

Please assure that you sign this form on the reverse side and note the following
important points:

     - Your signature(s) below MUST CORRESPOND EXACTLY with the name(s) in which
       the shares are registered.

     - If the shares are held of record by two or more joint holders, ALL
       SHAREHOLDERS MUST SIGN BELOW.

     - If the shares are held in the name of the trustee, executor, guardian,
       attorney-in-fact, corporation, partnership or other representative
       capacity, include the name of the owner, sign using your title and submit
       evidence of your authority in a form satisfactory to A I M Fund Services,
       Inc.

     - If you believe you are entitled to a waiver or reduction of an Early
       Withdrawal Charge based upon the terms of the Fund's Prospectus, you must
       provide that information to the Transfer Agent with this request, or the
       full Early Withdrawal Charge will be deducted.

[ ]  I am entitled to a waiver/reduction of the Early Withdrawal Charge (state
     basis using categories identified in the Prospectus):

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

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

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

All signatures must be guaranteed unless ALL of the following conditions apply:

     - This Repurchase Request Form is signed by all registered holder(s) of the
       shares, AND

     - There is no change of registration for any shares you will continue to
       hold, AND

     - The payment of the repurchase proceeds is to be sent to the registered
       owners of the shares and the address shown in the share registration on
       your account statement, (provided no address changes have been done
       within the past 30 days) AND

     - The repurchase proceeds will be less than, or equal to, $50,000.

     In all other cases, ALL signatures must be guaranteed by one of the
following: U.S. bank, trust company, credit union or savings association, or by
a foreign bank that has a U.S. correspondent bank, or by a U.S. registered
dealer or broker in securities, municipal securities, or government securities,
or by a U.S. national securities exchange, a registered securities association
or a clearing agency. Please note that a notary public is not an acceptable
guarantor.

SOCIAL SECURITY NO.
OR TAXPAYER IDENTIFICATION NO.
- -------------------------------------------------------------------------------

     Under penalty of perjury, I certify that (1) the number set forth above is
my correct Social Security No. or other Taxpayer Identification No. and (2) I am
not subject to backup withholding either because (a) I am exempt from backup
withholding, (b) I have not been notified by the Internal Revenue Service (the
"IRS") that I am subject thereto as a result of failure to report all interest
or dividends, or (c) the IRS has notified me that I am no longer subject
thereto.
<PAGE>   8

     INSTRUCTION: You must strike out the language in (2) above if you have been
notified that you are subject to backup withholding due to underreporting and
you have not received a notice from the IRS that backup withholding has been
terminated.

<TABLE>
<S>                                                         <C>

Date: -----------------------------------------------       Signature(s) of owner(s)
                                                            Exactly as shares are registered:

SIGNATURE(s) GUARANTEED BY:                                 -----------------------------------------------------


- -----------------------------------------------------       -----------------------------------------------------
                     (Signature)                                            (Signature of Owner)

- -----------------------------------------------------       -----------------------------------------------------
       (Name)                         (Title)                            (Signature of Joint Owner)
</TABLE>

     If you have any questions about this form, call A I M Fund Services, Inc.
at 1-800-959-4246.

     This form must be RECEIVED by A I M Fund Services, Inc. by the close of the
New York Stock Exchange (normally 4:00 P.M. EST) on the last day of the current
tender period (the Repurchase Request Deadline). Repurchase Requests received by
A I M Fund Services, Inc. cannot be revoked after the Repurchase Request
Deadline. Any requests received outside of an active tender period or requests
for future tender periods will be returned.

If you are using regular mail:       If you are using courier or express mail:
Send this form to:                   Send this form to:
A I M Fund Services, Inc.            A I M Fund Services, Inc.
P.O. Box 4739                        11 Greenway Plaza, Suite 100
Houston, TX 77210-4739               Houston, TX 77046

<PAGE>   9

[AIM LOGO APPEARS HERE]   FLR-FRM-1 REV 4/00  INVEST WITH DISCIPLINE--Registered
                                                                     Trademark--


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