<PAGE> 1
As filed with the Securities and Exchange Commission on January 8, 1996
1933 Act Registration No. 2-25469
1940 Act Registration No. 811-1424
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
Pre-Effective Amendment No.
---- ---
Post-Effective Amendment No. 48 X
---- ---
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940
Amendment No. 48 X
---- ---
(Check appropriate box or boxes.)
AIM EQUITY FUNDS, INC.
----------------------
(Exact Name of Registrant as Specified in Charter)
11 Greenway Plaza, Suite 1919, Houston, TX 77046
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code (713) 626-1919
-------------------
Charles T. Bauer
11 Greenway Plaza, Suite 1919, Houston, TX 77046
-----------------------------------------------------
(Name and Address of Agent for Service)
Copy to:
Carol F. Relihan, Esquire Martha J. Hays, Esquire
A I M Advisors, Inc. Ballard Spahr Andrews & Ingersoll
11 Greenway Plaza, Suite 1919 1735 Market Street, 51st Floor
Houston, Texas 77046-1173 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)
- -----
on (date) pursuant to paragraph (b)
- -----
60 days after filing pursuant to paragraph (a)(1)
- -----
on (date) pursuant to paragraph (a)(1)
- -----
75 days after filing pursuant to paragraph (a)(2)
- -----
X on March 22, 1996, at 5:00 p.m. Eastern Time pursuant to
- ----- paragraph (a)(2) of rule 485.
(continued on next page)
<PAGE> 2
If appropriate, check the following box:
this post-effective amendment designates a new effective date
- ----- for a previously filed post-effective amendment.
Registrant continues its election to register an indefinite number of its
shares of Common Stock pursuant to Rule 24f-2 under the Investment Company Act
of 1940 and accordingly, filed its Rule 24f-2 Notice for the fiscal year ended
October 31, 1995, on December 22, 1995.
<PAGE> 3
CROSS REFERENCE SHEET
(AS REQUIRED BY RULE 495)
<TABLE>
<CAPTION>
N-1A
ITEM NO. PROSPECTUS LOCATION
- -------- -------------------
<S> <C>
AIM BLUE CHIP FUND
PART A
Item 1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary; Table of Fees and Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . . . . . . . . . . . . . . Cover Page; Summary;
Investment Program; Organization of
the Company
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management
Item 6. Capital Stock and Other Securities . . . . . . . . . . . . . . . . . . . . . . . . Summary; Dividends,
Distributions and Tax Matters;
Organization of the Company
Item 7. Purchase of Securities Being Offered . . . . . . . . . . . . . . . . . How to Purchase Shares; Terms and
Conditions of Purchase of the AIM Funds;
Exchange Privilege; Table of Fees and Expenses;
Management; Special Plans
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . How to Redeem Shares
Item 9. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
</TABLE>
<PAGE> 4
AIM CAPITAL DEVELOPMENT FUND
<TABLE>
<CAPTION>
PROSPECTUS LOCATION
-------------------
PART A
<S> <C> <C>
Item 1. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 2. Synopsis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Summary; Table of Fees and
Expenses
Item 3. Condensed Financial Information . . . . . . . . . . . . . . . . . . . . . . . . . Financial Highlights
Item 4. General Description of Registrant . . . . . . . . . . . . . . Cover Page; Summary; Investment Programs;
Organization of the Company
Item 5. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management
Item 6. Capital Stock and Other Securities . . . . . . . . . . . . . . . . . . . . . . Summary; Organization of
the Company; Dividends,
Distributions and Tax Matters
Item 7. Purchase of Securities Being Offered . . . . . . . . . . . . . . . . . . How to Purchase Shares; Terms
and Conditions of Purchase of AIM Funds;
Exchange Privilege; Table of Fees and
Expenses; Management; Special Plans
Item 8. Redemption or Repurchase . . . . . . . . . . . . . . . . . . . . . . . . . . . . . How to Redeem Shares
Item 9. Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Not Applicable
STATEMENT OF ADDITIONAL INFORMATION LOCATION
--------------------------------------------
AIM BLUE CHIP FUND
AIM CAPITAL DEVELOPMENT FUND
PART B
Item 10. Cover Page . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cover Page
Item 11. Table of Contents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Table of Contents
Item 12. General Information and History . . . . . . . . . . . . . . General Information About the Funds
Item 13. Investment Objectives and Policies . . . . . . . . . . . . Investment Objectives and Policies;
Portfolio Transactions and
Brokerage; Investment Restrictions
Item 14. Management of the Fund . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management
Item 15. Control Persons and Principal Holders
of Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . Miscellaneous Information
Item 16. Investment Advisory and Other Services . . . . . . . . . . . . . Management; The Distribution
Plans; The Distributor;
Miscellaneous Information
Item 17. Brokerage Allocation . . . . . . . . . . . . . . . . . . Portfolio Transactions and Brokerage
Item 18. Capital Stock and Other Securities . . . . . . . . . . . . General Information About the Funds
Item 19. Purchase, Redemption and
Pricing of Securities Being Offered . . . . . . . . . . . . . . . . . . . . The Distributor;
How to Purchase and Redeem Shares
Item 20. Tax Status . . . . . . . . . . . . . . . . . . . . . Dividends, Distributions, and Tax Matters
Item 21. Underwriters . . . . . . . . . . . . . . . . . . . . . . . . . . The Distribution Plans; The
Distributor; How to Purchase and Redeem Shares
Item 22. Calculation of Performance Data . . . . . . . . . . . . . . . . . . . . . . . . . . Performance
Item 23. Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements
</TABLE>
PART C
Information required to be included in Part C is set forth under the
appropriate item, so numbered, in Part C to this Registration
Statement.
<PAGE> 5
[AIM LOGOO APPEARS HERE]
THE AIM FAMILY OF FUNDS(R)
RETAIL CLASS OF AIM EQUITY FUNDS, INC.
AIM BLUE CHIP FUND
(Growth)
PROSPECTUS
April 1, 1996
This Prospectus contains information about the AIM BLUE CHIP FUND
("BLUE CHIP" or the "FUND"), one of six separate investment portfolios
comprising series of AIM Equity Funds, Inc. (the "Company"), an
open-end, series, management investment company.
The Fund is a diversified portfolio with an investment objective of
long-term growth of capital. Current income is a secondary objective.
The Fund seeks to achieve its investment objectives by investing
primarily in common stocks, convertible securities and bonds of Blue
Chip companies (i.e., companies which possess leading market
characteristics and typically certain financial characteristics).
This Prospectus sets forth concisely the information about the Fund
that prospective investors should know before investing. It should be
read and retained for future reference. A Statement of Additional
Information dated April 1, 1996 has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The
Statement of Additional Information is available without charge upon
written request to the Company at 11 Greenway Plaza, Suite 1919,
Houston, Texas 77046-1173.
THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE FUND'S SHARES ARE NOT FEDERALLY INSURED
OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. SHARES OF
THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 6
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
Page Page
---- ----
<S> <C> <C> <C>
SUMMARY . . . . . . . . . . . . . . . . . . 2 How to Purchase Shares . . . . . . A-1
THE FUND . . . . . . . . . . . . . . . . . . 4 Terms and Conditions of Purchase of
the AIM Funds . . . . . . . . A-2
Table of Fees and Expenses . . . . . . . 4
Special Plans . . . . . . . . . . . A-8
Financial Highlights . . . . . . . . . . 5
Exchange Privilege . . . . . . . . A-10
Performance . . . . . . . . . . . . . . . 7
How to Redeem Shares . . . . . . . A-12
Investment Program . . . . . . . . . . . 7
Determination of Net
Management . . . . . . . . . . . . . . . 12 Asset Value . . . . . . . . . A-15
Organization of the Company . . . . . . . 15 Dividends, Distributions
and Tax Matters . . . . . . . A-16
INVESTOR'S GUIDE TO THE AIM
FAMILY OF FUNDS(R) . . . . . . . . . . A-1 General Information . . . . . . . . A-18
Introduction to The AIM APPLICATION INSTRUCTIONS . . . . . . B-1
Family of Funds . . . . . . . . . . A-1
</TABLE>
SUMMARY
- --------------------------------------------------------------------------------
THE FUND
AIM Equity Funds, Inc. (the "Company") is a Maryland corporation
organized as an open-end, diversified, series, management investment company.
Currently, the Company offers six series comprising six separate investment
portfolios, each of which pursues unique investment objectives. This
Prospectus relates only to BLUE CHIP. The Fund's primary investment objective
is long-term growth of capital. Current income is a secondary objective. The
Fund seeks to achieve its investment objectives by investing primarily in
common stocks, convertible securities and bonds of Blue Chip companies (which
AIM defines as companies which possess leading market characteristics and
typically certain financial characteristics). While current income is a
secondary objective, most of the stocks in the Fund's portfolio are expected to
pay dividends. There is no assurance that the investment objective of the Fund
will be achieved. For more complete information on the Fund's investment
policies, see "Investment Program."
The Company also offers other classes of shares in five other
investment portfolios, AIM AGGRESSIVE GROWTH ("AGGRESSIVE GROWTH") FUND, AIM
CAPITAL DEVELOPMENT FUND ("CAPITAL DEVELOPMENT"), AIM CHARTER FUND ("CHARTER"),
AIM CONSTELLATION FUND ("CONSTELLATION") and AIM WEINGARTEN FUND
("WEINGARTEN"), each of which pursues unique investment objectives. All of
such other Funds (except AIM AGGRESSIVE GROWTH and AIM CAPITAL DEVELOPMENT
FUND) offer multiple classes of shares to different types of investors. The
shares of the other Funds of the Company have different sales charges and
expenses, which may affect performance. To obtain information about AGGRESSIVE
GROWTH, CAPITAL DEVELOPMENT, CHARTER, CONSTELLATION or WEINGARTEN call (800)
347-4246. See "General Information."
2
<PAGE> 7
The assets of each Fund are invested in a separate portfolio. Each
class of a Fund shares a common investment objective and portfolio of
investments. The income from the investment portfolio of a Fund is allocated
to each class of the Fund based on the net assets of such class as of the close
of business on the previous business day, as adjusted for the current day's
shareholder activity. Each class bears proportionately those expenses, such as
the advisory fee, that are allocated to the Fund as a whole and bears
separately certain expenses, such as those associated with the distribution of
the shares of such class. Consequently, the amounts available for payment of
dividends and the net asset value per share of each class will vary. See
"General Information."
THE ADVISOR. A I M Advisors, Inc. ("AIM") serves as the Fund's
investment advisor pursuant to a Master Advisory Agreement dated as of October
18, 1993, as amended (the "Master Advisory Agreement"). AIM or its affiliates
acts as manager or advisor to 41 investment company portfolios. As of December
1, 1995, the total assets of the investment company portfolios advised or
managed by AIM or its affiliates were approximately $41.2 billion. Under the
Master Advisory Agreement, AIM receives a fee for its services based on the
Fund's average daily net assets. Under a Master Administrative Services
Agreement dated as of October 18, 1993, as amended (the "Master Administrative
Services Agreement") between the Company and AIM, AIM may receive reimbursement
of its costs to perform certain accounting and other administrative services to
the Fund. Under a Transfer Agency and Service Agreement, as amended, A I M Fund
Services, Inc. ("AFS"), AIM's wholly-owned subsidiary and a registered transfer
agent, receives a fee for its provision of transfer agency, dividend
distribution and disbursement, and shareholder services to the Fund.
The total advisory fees paid by the Fund is higher than those paid by
many other investment companies of all sizes and investment objectives.
PURCHASING SHARES. Class A shares of the Fund are offered by this
Prospectus at net asset value plus a sales charge of 5.50% of the public
offering price (5.82% of the net amount invested). The sales charge is reduced
on purchases of $25,000 or more. Initial investments must be at least $500 and
additional investments must be at least $50. The minimum initial investment is
modified for investments through tax-qualified retirement plans and accounts
initially established with an Automatic Investment Plan. The distributor of
the Fund's shares is A I M Distributors, Inc. ("AIM Distributors"), P.O. Box
4739, Houston, Texas 77210-4339, a wholly-owned subsidiary of AIM. See "How to
Purchase Shares" and "Special Plans."
EXCHANGE PRIVILEGE. The Fund is among those mutual funds distributed
by AIM Distributors (collectively, "The AIM Family of Funds(R)"). Shares of
the Fund may be exchanged for shares of other funds in The AIM Family of
Funds(R) in the manner and subject to the policies and charges set forth
herein. See "Exchange Privilege."
REDEEMING SHARES. Shareholders may redeem all or a portion of their
shares at their net asset value on any business day, generally without charge.
A contingent deferred sales charge of 1.00% may apply to certain redemptions
where a purchase of more than $1 million is made at net asset value. See "How
to Redeem Shares."
DISTRIBUTIONS. The Fund currently declares and pays dividends from
net investment income, if any, on an annual basis. The Fund makes
distributions of realized capital gains, if any, on an annual basis. Dividends
and distributions of the Fund may be reinvested at net asset value without
payment of a sales charge in the Fund's shares or may be invested in shares of
the other funds in The AIM Family of Funds(R). See "Dividends, Distributions
and Tax Matters" and "Special Plans."
The AIM Family of Funds, The AIM Family of Funds and Design (i.e.,
the AIM logo), AIM and Design, AIM, AIM LINK and AIM Institutional Funds are
registered service marks of A I M Management Group Inc.
3
<PAGE> 8
THE FUND
- --------------------------------------------------------------------------------
The Company was organized in 1988 as a Maryland corporation, and is
registered with the Securities and Exchange Commission (the "Commission") as a
diversified, open-end, series management investment company. The Fund is a
series of the Company comprising a separate investment portfolio that
commenced business operations on March 29, 1996. On that date, the Fund
acquired the investment portfolio of Baird Blue Chip Fund, Inc. (the "BBC
Fund"), a registered, diversified, management investment company, in a
transaction involving a reorganization of the BBC Fund (the "Reorganization").
TABLE OF FEES AND EXPENSES
The following table is designed to help an investor in the Fund
understand the various costs that an investor will bear, both directly and
indirectly. Since the Fund has not completed a full year of operations, the
annual fund operating expenses set forth in the table are estimated amounts for
the current fiscal year and are based upon the assumption that the value of the
assets acquired by the Fund at the closing of the Reorganization is the same as
the net asset value of the BBC Fund on September 30, 1995.
<TABLE>
<S> <C>
Shareholder Transaction (Retail Class)
Maximum sales load imposed on purchase of shares
(as a percentage of offering price) . . . . . . . . . . . . . . . . . . . . . 5.50%(1)
Maximum sales load imposed on reinvested dividends and distributions . . . . . . None
Deferred sales load(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Redemption fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Exchange fee(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Annual Fund Operating Expenses (Retail Class) (as a percentage of average net assets)
Management fees(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68%
Distribution plan payments(5) . . . . . . . . . . . . . . . . . . . . . . . . . . .35%
Administration fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .05%
All other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .23%
-----
Total fund operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . 1.31%
=====
</TABLE>
____________________
(1) The rules of the Commission require that the maximum sales charge be
reflected in the table even though certain investors may qualify for reduced
sales charges. See "Terms and Conditions of Purchase of the AIM Funds -
Sales Charges and Dealer Concessions" below for more information about
applicable sales charges.
(2) Purchases of $1 million or more are not subject to an initial sales charge.
However, a contingent deferred sales charge of 1% applies to certain
redemptions made within 18 months after such purchases were made. See the
Investor's Guide, under the caption "How to Redeem Shares -- Contingent
Deferred Sales Charge Program for Large Purchases."
4
<PAGE> 9
(3) No fee is charged for exchanges among The AIM Family of Funds(R); however, a
$5 service fee will be charged for exchanges by market timers.
(4) AIM has agreed to waive fees for two years to the extent necessary to keep
the expense ratio at 1.31%. Without such waiver the "Management fees" would
be 0.75% per annum.
(5) As a result of 12b-1 fees, a long-term shareholder may pay more than the
economic equivalent of the maximum front-end sales charges permitted by the
rules of the National Association of Securities Dealers, Inc. Given the
Rule 12b-1 fee of the Fund, however, it is estimated that it would take a
substantial number of years for a shareholder to exceed such maximum
front-end sales charges.
EXAMPLES. An investor would pay the following expenses on a $1,000 investment,
assuming (a) a 5% annual return and (b) redemption at the end of each time
period:
<TABLE>
<S> <C>
1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 68
3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 94
5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 123
10 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 204
</TABLE>
The above examples assume payment of a sales charge at the time of
purchase; actual expenses may vary for purchases of $1 million or more, which
are made at net asset value and subject to a contingent deferred sales charge
for 18 months following purchase.
The above example is based upon estimated expenses for the current
fiscal year and should not be considered representative of actual or future
expenses, which may be greater or less than those shown. In addition, while
the example assumes a 5% annual return, actual performance will vary and may
result in an actual return that is greater or less than 5%. The example
assumes reinvestment of all dividends and distributions and that the percentage
amounts for total fund operating expenses remain the same for each year.
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
On March 29, 1996, the Fund acquired the investment portfolio of the
BBC Fund in connection with the Reorganization. Blue Chip commenced its
business operations on that same date. All historical financial information
contained in this prospectus for periods prior to March 29, 1996 relating to
Blue Chip is that of the BBC Fund.
5
<PAGE> 10
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
9/30/95 9/30/94 9/30/93 9/30/92 9/30/91 9/30/90 9/30/89 9/30/88
------- ------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period . . . . . . . . . . . . $19.22 $18.89 $18.24 $16.77 $13.60 $13.82 $11.48 $13.10
Income from Investment
Operations:
Net Investment Income . . . . 0.14 0.15 0.19 0.20 0.23 0.25 0.24 0.12
Net Gains (Losses) on
Securities (both
realized and unrealized) . . 5.05 1.24 0.63 1.48 3.19 (0.20) 2.25 (1.68)
------ ------ ------ ------ ------ ------ ------ ------
Total from Investment
Operations . . . . . . 5.19 1.39 0.82 1.68 3.42 0.05 2.49 (1.56)
Less Distributions:
Dividends from net
investment income . . . . . . (0.12) (0.21) (0.17) (0.21) (0.25) (0.27) (0.15) (0.02)
Distributions from net
realized gains . . . . . . . (0.46) (0.85) -- -- -- -- -- (0.04)
------ ------ ------ ------ ------ ------ ------ ------
Total Distributions . . . (0.58) (1.06) (0.17) (0.21) (0.25) (0.27) (0.15) (0.06)
------ ------ ------ ------ ------ ------ ------ ------
Net Asset Value, End of Period . . $23.83 $19.22 $18.89 $18.24 $16.77 $13.60 $13.82 $11.48
====== ====== ====== ====== ====== ====== ====== ======
Total Return(3). . . . . . . . . . 27.8% 7.7% 4.5% 10.1% 25.5% 0.3% 22.0% (11.8%)
Ratios/Supplemental Data:
Net Assets, End of Period(4) . . 71,324 60,115 65,112 61,601 46,958 31,706 21,170 18,681
Ratio of Expenses to Average
Net Assets(5) . . . . . . . . 1.3% 1.4% 1.3% 1.4% 1.5% 1.6% 1.7% 2.2%
Ratio of Net Investment Income
to Average Net Assets . . . . 0.7% 0.8% 1.0% 1.2% 1.6% 2.0% 1.9% 3.3%
Portfolio Turnover Rate. . . . . 16.7% 12.7% 24.9% 5.4% 8.8% 12.2% 14.8% 14.8%
<CAPTION>
YEAR ENDED
9/30/87(1)
-------
<S> <C>
Net Asset Value, Beginning of
Period . . . . . . . . . . . . $10.00
Income from Investment
Operations:
Net Investment Income . . . . 0.01
Net Gains (Losses) on
Securities (both
realized and unrealized) . . 3.09
------
Total from Investment
Operations . . . . . . 3.10
Less Distributions:
Dividends from net
investment income . . . . . . --
Distributions from net
realized gains . . . . . . . --
------
Total Distributions . . . --
------
Net Asset Value, End of Period . . $13.10
======
Total Return(3). . . . . . . . . . 13.5%(2)
Ratios/Supplemental Data:
Net Assets, End of Period(4) . . 16,917
Ratio of Expenses to Average
Net Assets(5) . . . . . . . . 2.2%(2)
Ratio of Net Investment Income
to Average Net Assets . . . . 0.2%(2)
Portfolio Turnover Rate. . . . . 9.0%
</TABLE>
__________
(1) For the period from December 31, 1986 (commencement of operations) to
September 30, 1987.
(2) Annualized.
(3) Total return does not include the sales load.
(4) Numbers in thousands.
(5) Includes a maximum, .75% distribution fee from December 31, 1986 through
September 30, 1988 and a maximum .45% distribution fee beginning October 1,
1988.
6
<PAGE> 11
- --------------------------------------------------------------------------------
PERFORMANCE
The Fund's performance may be quoted in advertising in terms of yield
or total return. All advertisements of the Fund will disclose the maximum
sales charge imposed on purchases of the Fund's shares. If any advertised
performance data does not reflect the maximum sales charge, if any, such
advertisement will disclose that the sales charge has not been deducted in
computing the performance data, and that, if reflected, the maximum sales
charge would reduce the performance quoted. See the Statement of Additional
Information for further details concerning performance comparisons used in
advertisements by the Fund.
Total return shows the overall value, including changes in share price
and assuming all the dividends and capital gain distributions are reinvested
and that all charges and expenses are deducted. A cumulative total return
reflects the Fund's performance over a stated period of time. An average
annual total return reflects the hypothetical annually compounded return that
would have produced the same cumulative total return if the Fund's performance
had been constant over the entire period. BECAUSE AVERAGE ANNUAL RETURNS TEND
TO EVEN OUT VARIATIONS IN THE FUND'S RETURN, INVESTORS SHOULD RECOGNIZE THAT
SUCH RETURNS ARE NOT THE SAME AS ACTUAL YEAR-BY-YEAR RESULTS. To illustrate
the components of overall performance, the Fund may separate its cumulative and
average annual returns into income results and capital gain or loss.
Yield is computed in accordance with a standardized formula described
in the Statement of Additional Information and can be expected to fluctuate
from time to time and is not necessarily indicative of future results.
Accordingly, yield information may not provide a basis for comparison with
investments which pay a fixed rate of interest for a stated period of time.
Yield is a function of the type and quality of investments, the maturity and
the operating expense ratio of the Fund.
From time to time and in its discretion, AIM may waive all or a
portion of its advisory fees and/or assume certain expenses of the Fund. Such
a practice will have the effect of increasing the Fund's total return. The
performance will vary from time to time and past results are not necessarily
indicative of future results. Performance is a function of AIM's portfolio
management in selecting the type and quality of portfolio securities and is
affected by operating expenses of the Fund and market conditions. A
shareholder's investment is not insured or guaranteed. These factors should be
carefully considered by the investor before making an investment.
- --------------------------------------------------------------------------------
INVESTMENT PROGRAM
The Company has six series, each of which is a separate investment
portfolio -- AGGRESSIVE GROWTH, BLUE CHIP, CAPITAL DEVELOPMENT, CHARTER,
CONSTELLATION AND WEINGARTEN. AGGRESSIVE GROWTH, CAPITAL DEVELOPMENT, CHARTER,
CONSTELLATION AND WEINGARTEN are offered to investors pursuant to separate
prospectuses.
The Fund may invest, for temporary or defensive purposes, all or a
substantial portion of its assets in investment grade (high quality) corporate
bonds, commercial paper or United States Government obligations. In addition,
a portion of the Fund's assets may be held, from time to time, in cash,
repurchase agreements or other debt securities, when such positions are deemed
advisable in light of economic or market conditions.
Blue Chip's primary investment objective is to provide long-term
growth of capital. Current income is a secondary objective. It is anticipated
that the major portion of Blue Chip's portfolio will ordinarily be invested in
common stocks, convertible securities and bonds of Blue Chip companies (which
AIM defines as companies which possess leading market characteristics and
typically certain financial characteristics). While current income is a
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<PAGE> 12
secondary objective, most of the stocks in the Fund's portfolio are expected to
pay dividends. There can, of course, be no assurance that the Fund will in
fact achieve its objectives since all investments are inherently subject to
market risks.
Blue Chip will invest primarily (at least 65% of its total assets) in
the common stocks of Blue Chip companies as determined by AIM. These companies
will have the potential for above-average growth in earnings and be well
established in their respective industries. The Fund will generally invest in
large and medium sized companies which possess the following characteristics:
o Market Characteristics
Blue Chip companies often occupy leading market positions that
are expected to be maintained or enhanced over time. Strong
market positions, particularly in growing industries, can give
a company pricing flexibility as well as the potential for
strong unit sales. These factors can in turn lead to higher
earnings growth and greater share price appreciation. Market
leaders can be identified within an industry as those
companies which have:
- superior growth prospects compared with other
companies in the same industry;
- possession of proprietary technology with the
potential to bring about major changes within an
industry; and/or
- leading sales within an industry, or the potential to
become a market leader.
o Financial Characteristics
Blue Chip companies will often possess some or all of the
following attributes:
- faster earnings growth than its competitors and the
market in general;
- higher profit margins relative to competitors;
- strong cash flow; and/or
- a balance sheet with relatively low debt, and a high
return on equity with a relatively low dividend
payout ratio.
The Fund will diversify among industry sectors by investing no more
than 25% of its assets in one industry sector. Under normal market conditions,
Blue Chip's portfolio will be diversified among industry sectors similar to the
industry diversification of broad market indicies.
When AIM believes securities other than common stocks offer
opportunity for long-term growth of capital and income, the Fund may invest in
United States government securities, publicly distributed corporate bonds and
debentures and convertible preferred stocks and debt securities. The Fund will
invest only in debt securities (other than convertible debt securities) which
are rated as "Investment Grade" by either Standard & Poor's Corporation ("S&P")
or Moody's Investors Service ("Moody's"). Debt securities in the lowest
investment grade (e.g., rated BBB by S&P or Baa by Moody's) have speculative
characteristics and changes in economic conditions and other circumstances are
more likely to lead to a weakened capacity on the part of the issuer to make
principal and interest payments than is the case with higher grade bonds. The
Fund may invest in United States government securities and corporate bonds and
debentures when AIM believes interest rates on such investments may decline
thereby potentially increasing the market value of the United States government
securities and corporate bonds and debentures purchased by the Fund or to meet
the additional investment objective of producing current income. The Fund will
limit its investments in convertible securities to those in which the
underlying common stock is a suitable investment for the Fund. Under normal
market conditions, the Fund expects at all times to have at least 80% of its
total assets invested in securities which AIM believes offer opportunity for
long-term growth of capital and income.
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<PAGE> 13
The Fund may invest up to 25% of net assets in securities of issuers
domiciled in foreign countries and engage in the purchase and sale of put and
call options in an amount up to 25% of its net assets. For the risk involved
in investing in foreign securities, see "Risk Factors Regarding Foreign
Securities" below. The Fund may invest up to 10% of its total assets in
securities of other investment companies.
The investment objectives of the Fund are fundamental policies of the
Fund and cannot be changed without the consent of the holders of a majority of
the Fund's outstanding shares. The Board of Directors of the Company reserves
the right to change any of the investment policies, strategies or practices of
the Fund, as described in this Prospectus and in the Statement of Additional
Information, without shareholder approval, except in those instances where
shareholder approval is expressly required.
CERTAIN INVESTMENT STRATEGIES AND POLICIES. In pursuit of its objectives and
policies, the Fund may employ one or more of the following strategies in order
to enhance investment results:
SHORT-TERM INVESTMENTS. The Fund may invest without limitation in
short-term instruments, such as treasury bills and other U.S. Government and
governmental agency securities, bank obligations, commercial paper and
repurchase agreements with a maturity of one year or less, as a reserve for
expenses or anticipated redemptions and as a temporary defensive measure when
the Fund's investment adviser deems appropriate. To the extent that the Fund
invests to a significant degree in these instruments, its ability to achieve
its investment objectives may be adversely affected.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements.
A repurchase agreement is an instrument under which the Fund acquires ownership
of a debt security and the seller agrees, at the time of the sale, to
repurchase the obligation at a mutually agreed upon time and price, thereby
determining the yield during the Fund's holding period. With regard to
repurchase transactions, in the event of a bankruptcy or other default of a
seller of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying securities and losses, including: (a) a possible
decline in the value of the underlying security during the period while the
Fund seeks to enforce its rights thereto; (b) possible subnormal levels of
income and lack of access to income during this period; and (c) expenses of
enforcing its rights.
STOCK INDEX FUTURES CONTRACTS AND RELATED OPTIONS. The Fund may
purchase and sell stock index futures contracts and may also purchase options
on stock index futures as a hedge against changes in market conditions. A
stock index futures contract is an agreement pursuant to which two parties
agree to take or make delivery of an amount of cash equal to a specified dollar
or other currency amount times the difference between the stock index value at
the close of the last trading day of the contract and the price at which the
futures contract is originally struck. No physical delivery of the underlying
stocks in the index is made. The Fund will only enter into futures contracts,
or purchase options thereon, as a hedge against changes resulting from market
conditions in the values of the securities held or which the Fund intends to
purchase. Generally, the Fund may elect to close a position in a futures
contract by taking an opposite position which will operate to terminate the
Fund's position in the futures contract. See the Statement of Additional
Information for a description of the Fund's investments in futures contracts
and options on futures contracts, including certain related risks. The Fund
may purchase or sell futures contracts or purchase related options if,
immediately thereafter, the sum of the amount of margin deposits and premiums
on open positions with respect to futures contracts and related options would
not exceed 5% of the market value of the Fund's total assets.
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<PAGE> 14
OPTION CONTRACTS. The Fund may write (sell) covered call options,
purchase covered put options and may engage in strategies employing
combinations of covered put and call options. The purpose of such transactions
is to hedge against changes in the market value of the Fund's portfolio
securities caused by fluctuating interest rates, fluctuating currency exchange
rates and changing market conditions, and to close out or offset existing
positions in such options or futures contracts as described below. The Fund
will not engage in such transactions for speculative purposes.
The Fund may write (sell) call options and purchase put options, but
only if such options are covered and remain covered as long as the option is
open. A call option is "covered" if the Fund owns the underlying security
covered by the call and a put option is "covered" if the Fund has segregated
cash or other liquid assets in an amount at least equal to the market value of
the option. If an option expires unexercised, the writer realizes a gain in
the amount of the premium received. If the option is exercised, a gain or loss
will be recognized from the sale or purchase of the underlying security
depending upon the relationship between the market price and strike price of
the security. Prior to its expiration, an option may be closed out by means of
a purchase of an identical option.
Options are subject to certain risks, including the risk of imperfect
correlation between the option and the Fund's other investments and the risk
that there might not be a liquid secondary market for the option when the Fund
seeks to hedge against adverse market movements. In general, options whose
strike prices are close to their underlying securities' current values will
have the highest trading value, while options whose strike prices are further
away may be less liquid. The liquidity of options may also be affected if
options exchanges impose trading halts, particularly when markets are volatile.
The investment policies of the Fund permit the use of options on
securities comprising no more than 25% of the value of the Fund's net assets.
The Fund's policies with respect to the use of options may be changed by the
Company's Board of Directors without shareholder approval.
ILLIQUID SECURITIES. The Fund will not invest more than 15% of its net
assets in illiquid securities, including repurchase agreements with maturities
in excess of seven days.
RULE 144A SECURITIES. The Fund may invest in securities that are
subject to restrictions on resale because they have not been registered under
the Securities Act of 1933 (the "1933 Act"). These securities are sometimes
referred to as private placements. Although securities which may be resold
only to "qualified institutional buyers" in accordance with the provisions of
Rule 144A under the 1933 Act are unregistered securities, the Fund may purchase
Rule 144A securities without regard to the limitation on investments in
illiquid securities described above under "Illiquid Securities," provided that
a determination is made that such securities have a readily available trading
market. AIM will determine the liquidity of Rule 144A securities under the
supervision of the Company's Board of Directors. The liquidity of Rule 144A
securities will be monitored by AIM and, if as a result of changed conditions,
it is determined that a Rule 144A security is no longer liquid, the Fund's
holdings of illiquid securities will be reviewed to determine what, if any,
action is required to assure that the Fund does not exceed its applicable
percentage limitation for investments in illiquid securities.
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<PAGE> 15
FOREIGN SECURITIES. The Fund may invest up to 25% of its total assets
in foreign securities which may be payable in U.S. or foreign currencies and
publicly traded in the United States or abroad. For purposes of computing such
limitation, American Depository Receipts, European Depository Receipts and other
securities representing underlying securities of foreign issuers are treated as
foreign securities. These securities will be marketable equity securities
(including common and preferred stock, depositary receipts for stock and fixed
income or equity securities exchangeable for or convertible into stock) of
foreign companies which, with their predecessors, have been in continuous
operation for three years or more and which generally are listed on a recognized
foreign securities exchange or traded in a foreign over-the-counter market.
FOREIGN EXCHANGE TRANSACTIONS. The Fund has authority to deal in
foreign exchange between currencies of the different countries in which it will
invest for the settlement of transactions, but not for hedging purposes.
RISK FACTORS REGARDING FOREIGN SECURITIES. Investments by the Fund in
foreign securities, whether denominated in U.S. currencies or foreign
currencies, may entail all of the risks set forth below. Investments in ADRs,
EDRs or similar securities also may entail some or all of the risks as set
forth below.
Currency Risk. The value of the Fund's 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 Fund may invest are not 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
Fund's investments.
Regulatory Risk. Foreign companies are not registered with the
Commission and are generally not subject to the regulatory controls imposed on
the 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, practices and requirements
comparable to those applicable to domestic companies. Income from foreign
securities owned by the Fund may be reduced by a withholding tax at the source,
which tax would reduce dividend income payable to the Fund's shareholders.
Market Risk. The securities markets in many of the countries in which
the Fund invests 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.
Emerging Markets. Foreign securities purchased by the Fund may be
issued by foreign companies located in developing countries in various regions
of the world. A "developing country" is a country in the initial stages of its
industrial cycle. As compared to investment in the securities markets of
developed countries, investment in the securities markets of developing
countries involves exposure to markets that may have substantially less trading
volume and greater price volatility, economic structures that are less diverse
and mature, and political systems that may be less stable.
PORTFOLIO TURNOVER. Any particular security will be sold, and the
proceeds reinvested, whenever such action is deemed prudent from the viewpoint
of the Fund's investment objectives, regardless of the holding period of that
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<PAGE> 16
security. The estimated portfolio turnover rate for the Fund is less than
100%. A higher rate of portfolio turnover may result in higher transaction
costs, including brokerage commissions. Also, to the extent that higher
portfolio turnover results in a higher rate of net realized capital gains to
the Fund, the portion of the Fund's distributions constituting taxable capital
gains may increase.
Reference is made to the Statement of Additional Information for
additional descriptions of the Fund's investment policies and the risks
associated with the permitted investments of the Fund.
The investment policies stated above are not fundamental policies of
the Fund and may be changed by the Board of Directors of the Company without
shareholder approval. Shareholders will be notified before any material change
in the investment policies stated above become effective.
INVESTMENT RESTRICTIONS. The Fund has adopted a number of investment
restrictions, including the following:
BORROWING. The Fund may borrow money to a limited extent from banks
(including the Fund's custodian bank) for temporary or emergency purposes. The
Fund may borrow amounts from banks amounts up to 10% of the value of its total
assets, including the proceeds of such borrowing, and may secure such
borrowings by pledging up to 20% of the value of its total assets.
The foregoing investment restrictions are matters of fundamental
policy and may not be changed without shareholder approval. For additional
investment restrictions applicable to the Fund, see the Statement of Additional
Information.
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MANAGEMENT
The overall management of the business and affairs of the Fund is
vested with the Company's Board of Directors. The Board of Directors approves
all significant agreements between the Company and persons or companies
furnishing services to the Fund, including the Master Advisory Agreement with
AIM, the Master Administrative Service Agreement with AIM, the Master
Distribution Agreement with AIM Distributors as the distributor of the shares
of the Fund, the Custodian Agreement with State Street Bank and Trust Company
as custodian and the Transfer Agency and Service Agreement with AFS as transfer
agent. The day-to-day operations of the Fund are delegated to its officers and
to AIM, subject always to the objectives and policies of the Fund and to the
general supervision of the Company's Board of Directors. Certain directors and
officers of the Company are affiliated with AIM and A I M Management Group Inc.
("AIM Management"), the parent of AIM. AIM Management is a holding company
engaged in the financial services business. Information concerning the Board
of Directors of the Company may be found in the Statement of Additional
Information.
INVESTMENT ADVISOR. AIM, 11 Greenway Plaza, Suite 1919, Houston, Texas
77046-1173, serves as the investment advisor to the Fund pursuant to the Master
Advisory Agreement. AIM was organized in 1976, and, together with its
affiliates, advises or manages 41 investment company portfolios (including the
Fund). As of December 1, 1995, the total assets of the investment company
portfolios advised or managed by AIM and its affiliates were approximately
$41.2 billion. AIM is a wholly-owned subsidiary of AIM Management.
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<PAGE> 17
Under the terms of the Master Advisory Agreement, AIM supervises all
aspects of the Fund's operations and provides investment advisory services to
the Fund. AIM obtains and evaluates economic, statistical and financial
information to formulate and implement investment programs for the Fund. AIM
will not be liable to the Fund or its shareholders except in the case of AIM's
willful misfeasance, bad faith, gross negligence or reckless disregard of duty;
provided, however, that AIM may be liable for certain breaches of duty under
the 1940 Act.
For a discussion of AIM's brokerage allocation policies and practices,
see "Portfolio Transactions and Brokerage" in the Statement of Additional
Information. In accordance with policies established by the directors, AIM may
take into account sales of shares of the Fund and other funds advised by AIM in
selecting broker-dealers to effect portfolio transactions on behalf of the
Fund.
Prior to the Reorganization, Robert W. Baird & Co. Incorporated
("Baird") served as the investment advisor to the BBC Fund. Baird is an
indirect partially-owned subsidiary of The Northwestern Mutual Life Insurance
Company and is controlled by such firm. Baird is a securities broker-dealer
and investment adviser providing brokerage, research, investment banking and
investment advisory services to individuals, trusts, estates, corporations and
other institutional clients. Baird received a fee from the BBC Fund for the
investment advisory services it provided in an amount equal to 0.74% of the
average daily net assets of the BBC Fund.
ADMINISTRATOR. The Company has entered into the Master Administrative
Services Agreement with AIM pursuant to which AIM has agreed to provide or
arrange for the provision of certain accounting and other administrative
services to the Fund, including the services of a principal financial officer
and related staff. As compensation to AIM for its services under the Master
Administrative Services Agreement, the Fund reimburses AIM for expenses
incurred by AIM or its affiliates in connection with such services. Prior to
the Reorganization, Fiduciary Management, Inc. ("FMI") provided such
administrative services to the BBC Fund. In return for such services, FMI
received a fee from the BBC Fund in an amount equal to 0.1% per annum of the
first $30 million of its daily net assets and 0.05% per annum on the daily net
assets over $30 million.
FEE WAIVERS. AIM may in its discretion, from time to time, agree to
voluntarily waive all or any portion of its advisory fee and/or assume certain
expenses of the Fund but will retain its ability to be reimbursed prior to the
end of the fiscal year.
ADVISORY FEES. As compensation for its services AIM is entitled to
receive an investment advisory fee in an amount equal to 0.75% of the first
$350 million the Fund's average daily net assets and 0.625% of its average
daily net assets over $350 million. AIM is also entitled to receive
reimbursement of administrative services costs incurred on behalf of the Fund.
DISTRIBUTOR. The Company has entered into a Master Distribution
Agreement, dated as of October 18, 1993, as amended, on behalf of Class A shares
of the Fund (the "Distribution Agreement") with AIM Distributors, a registered
broker-dealer and a wholly-owned subsidiary of AIM, to act as the distributor of
the shares of the Fund. The address of AIM Distributors is 11 Greenway Plaza,
Suite 1919, Houston, TX 77046-1173. Certain directors and officers of the
Company are affiliated with AIM Distributors.
The Distribution Agreement provides that AIM Distributors has the
exclusive right to distribute shares of the Retail Class of the Fund through
affiliated broker-dealers and through other broker-dealers with whom AIM
Distributors has entered into selected dealer agreements.
DISTRIBUTION PLAN. The Company has adopted a Master Distribution Plan
applicable to Class A shares of the Fund (the "Class A Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Class A Plan, the Company may compensate
AIM Distributors an aggregate amount of 0.35% of the average daily net assets
of the Fund on an annualized basis for the purpose of financing any activity
that is intended to result in the sale of shares of the Fund. The Class A Plan
is designed to compensate AIM Distributors, on a quarterly basis, for certain
promotional and other
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<PAGE> 18
sales-related costs, and to implement a dealer incentive program which provides
for periodic payments to selected dealers who furnish continuing personal
shareholder services to their customers who purchase and own shares of the
Fund. In addition, certain banks who have entered into a Bank Shareholder
Service Agreement and who sells shares of a Fund on an agency basis, may
receive payments pursuant to the Class A Plan. Administrators of retirement
plans may also be paid fees to offset costs of services. The Company will
obtain a representation from financial institutions that they will be licensed
as dealers as required under applicable state law, or that they will not engage
in activities which would constitute acting as a "dealer" as defined under
applicable state law. Activities appropriate for financing under the Class A
Plan include, but are not limited to, the following: preparation and
distribution of advertising material and sales literature; expenses of
organizing and conducting sales seminars; overhead of AIM Distributors;
printing of prospectuses and statements of additional information (and
supplements thereto) and reports for other than existing shareholders;
supplemental payments to dealers under a dealer incentive program; and costs of
administering the Class A Plan. The fees payable to selected dealers, banks
and retirement plan administrators who participate in the program are
calculated at the annual rate of 0.25% of the average daily net asset value of
the Fund's shares that are held in such institution's customers' accounts which
were purchased on or after a prescribed date set forth in the Class A Plan.
The Class A Plan became effective on September 5, 1991, and was most
recently amended on December 5, 1995. The Class A Plan conforms to the amended
rules of the National Association of Securities Dealers, Inc., by providing
that, of the aggregate amount payable under the Class A Plan, payments to
dealers and other financial institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of the
Fund, in amounts of up to 0.25% of the average net assets of the Fund
attributable to the customers of such dealers or financial institutions may be
characterized as a service fee, and that payments to dealers and other
financial institutions in excess of such amount and payments to AIM
Distributors would be characterized as an asset based sales charge pursuant to
the Class A Plan. The Class A Plan also imposes a cap on the total amount of
sales charges, including asset-based sales charges, that may be paid by the
Company with respect to the Fund. The Class A Plan does not obligate the Fund
to reimburse AIM Distributors for the actual expenses AIM Distributors may
incur in fulfilling its obligations under the Class A Plan on behalf of the
Fund. Thus, under the Class A Plan, even if AIM Distributors' actual expenses
exceed the fee payable to AIM Distributors thereunder at any given time, the
Fund will not be obligated to pay more than that fee. If AIM Distributors'
expenses are less than the fee it receives, AIM Distributors will retain the
full amount of the fee. Payments pursuant to the Plans are subject to any
applicable limitations imposed by rules of the National Association of
Securities Dealers, Inc.
Under the Class A Plan, AIM Distributors may in its discretion from
time to time agree to waive voluntarily all or any portion of its fee, while
retaining its ability to be reimbursed for such fee prior to the end of each
fiscal year.
The Plan may be terminated at any time by a vote of the majority of
those directors who are not "interested persons" of the Company or
by a vote of the majority of the outstanding shares.
PORTFOLIO MANAGERS
AIM uses a team approach and a disciplined investment process in
providing investment advisory services to all of its accounts, including the
Funds. AIM's investment staff consists of 95 individuals. While individual
members of AIM's investment staff are assigned primary responsibility for the
day-to-day management of each of AIM's accounts, all accounts are reviewed on a
regular basis by AIM's Investment Policy Committee to ensure that they are
being invested in accordance with the account's and AIM's investment policies.
The individuals who are primarily responsible for the day-to-day management of
the Funds and their titles, if any, with AIM or its affiliates and the Fund,
the length of time they have been responsible for the management, and their
years of investment experience and prior experience (if they have been with AIM
for less than five years) are shown below.
Jonathan C. Schoolar, Lanny H. Sachnowitz and Monika H. Degan are
primarily responsible for the day-to-day management of Blue Chip. Mr. Schoolar
is Senior Vice President and Director of A I M Capital Management, Inc. ("AIM
Capital"), a wholly-owned subsidiary of AIM, Vice President of AIM and Senior
Vice President of the
14
<PAGE> 19
Company and has been responsible for the Fund since 1996. He has been
associated with AIM and/or its affiliates since 1986 and has twelve years of
experience as an investment professional.
Mr. Sachnowitz is Vice President of AIM Capital and has been
responsible for the Fund since 1996. He has been associated with AIM and/or its
affiliates since 1987 and has seven years of experience as an investment
professional.
Ms. Degan has been associated with AIM and/or its affiliates since 1995
as a portfolio analyst for equity securities. She was elected Investment
Officer of AIM Capital in 1995. Ms. Degan has been in the investment business
since 1991 and has been responsible for the Fund since 1996. Prior to joining
AIM, she was Senior Financial Analyst for Shell Oil Co. Pension Trust for four
years.
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ORGANIZATION OF THE COMPANY
The Company was organized in 1988 as a Maryland corporation, and is
registered with the Commission as a diversified, open-end, series, management
investment company. The Company currently consists of six separate portfolios:
CHARTER and WEINGARTEN, each of which has retail classes of shares consisting
of Class A and Class B shares and an Institutional Class: CONSTELLATION, which
has a retail class of Class A shares and an Institutional Class, AGGRESSIVE
GROWTH, BLUE CHIP and CAPITAL DEVELOPMENT, which have a retail class of shares
consisting Class A shares. The Fund began operations on March 29, 1996, and on
that date acquired the investment portfolio of the BBC Fund in the
Reorganization.
The authorized capital stock of the Company consists of 7,000,000,000
shares of common stock with a par value of $.001 per share, of which
750,000,000 shares are classified Class A Shares of each investment portfolio,
750,000,000 shares are classified Class B Shares of each of CHARTER and
WEINGARTEN, 200,000,000 shares are classified Institutional Shares of each of
CHARTER, WEINGARTEN and CONSTELLATION, and the balance of which are
unclassified. Each class of shares of the same Fund represent interests in
that Fund's assets and have identical voting, dividend, liquidation and other
rights on the same terms and conditions, except that each class of shares bears
differing class-specific expenses, is subject to differing sales loads,
conversion features and exchange privileges, and has exclusive voting rights on
matters pertaining to the distribution plan for that class.
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 different classes
of shares, where applicable, of a Fund. However, on matters affecting one
portfolio of the Company or one class of shares, a separate vote of
shareholders of that portfolio or class is required. Shareholders of a
portfolio or class are not entitled to vote on any matter which does not affect
that portfolio or class but which requires a separate vote of another portfolio
or class. An example of a matter which would be voted on separately by
shareholders of a portfolio is the approval of an advisory agreement, and an
example of a matter which would be voted on separately by shareholders of a
class of shares is approval of a distribution plan. When issued, shares of
each Fund are fully paid and nonassessable, have no preemptive or subscription
rights, and are fully 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 directors, holders of more than 50% of the shares voting for
the election of directors can elect all of the directors of the Company, and
the holders of less than 50% of the shares voting for the election of directors
will not be able to elect any directors.
A Fund shareholder is entitled to such dividends payable out of the
net assets allocable to the Fund as may be declared by the Board of Directors
of the Company. In the event of liquidation or dissolution of the Company, the
holders of shares of the Fund will be entitled to receive pro rata, subject to
the rights of creditors, the net assets of the Company allocable to the Fund.
Fractional shares of the Fund have the same rights as full shares to the extent
of their proportionate interest.
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<PAGE> 20
Under Maryland law and the Company's By-Laws, the Company need not
hold an annual meeting of shareholders unless a meeting is required under the
1940 Act to elect directors. Shareholders may remove directors from office,
and a meeting of shareholders may be called at the request of the holders of
10% or more of the Company's outstanding shares.
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THE TOLL-FREE NUMBER FOR ACCESS TO ROUTINE ACCOUNT INFORMATION AND SHAREHOLDER
ASSISTANCE IS
(800) 959-4246 (7:30 A.M. TO 5:30 P.M. CENTRAL TIME).
INVESTOR'S GUIDE
TO THE AIM FAMILY OF FUNDS(R)
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INTRODUCTION TO THE AIM FAMILY OF FUNDS
THE AIM FAMILY OF FUNDS consists of the following mutual funds:
<TABLE>
<S> <C>
AIM AGGRESSIVE GROWTH FUND AIM INCOME FUND
AIM BALANCED FUND AIM INTERMEDIATE GOVERNMENT FUND
AIM BLUE CHIP FUND AIM INTERNATIONAL EQUITY FUND
AIM CAPITAL DEVELOPMENT FUND AIM LIMITED MATURITY TREASURY SHARES
AIM CHARTER FUND AIM MONEY MARKET FUND*
AIM CONSTELLATION FUND AIM MUNICIPAL BOND FUND
AIM GLOBAL AGGRESSIVE GROWTH FUND AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
AIM GLOBAL GROWTH FUND AIM TAX-EXEMPT CASH FUND*
AIM GLOBAL INCOME FUND AIM TAX-FREE INTERMEDIATE SHARES
AIM GLOBAL UTILITIES FUND AIM VALUE FUND
AIM GROWTH FUND AIM WEINGARTEN FUND
AIM HIGH YIELD FUND
</TABLE>
* Shares of AIM TAX-EXEMPT CASH FUND, and Class C shares of AIM MONEY MARKET
FUND, are offered to investors at net asset value, without payment of a sales
charge, as described below. Other funds, including the Class A and Class B
shares of AIM MONEY MARKET FUND, are sold with an initial sales charge or
subject to a contingent deferred sales charge upon redemption, as described
below.
IT IS IMPORTANT FOR SHAREHOLDERS CONSIDERING AN EXCHANGE TO CAREFULLY REVIEW
THE PROSPECTUS OF THE FUND WHOSE SHARES WILL BE ACQUIRED IN AN EXCHANGE. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SHARES OF ANY FUND OTHER THAN
THE FUND(S) NAMED ON THE COVER PAGE OF THIS PROSPECTUS.
- --------------------------------------------------------------------------------
HOW TO PURCHASE SHARES
HOW TO OPEN AN ACCOUNT. In order to purchase shares of any of The AIM Family
of Funds ("AIM Funds"), an investor must submit a fully completed new Account
Application form directly to A I M Fund Services, Inc. ("AFS" or the "Transfer
Agent") or through any dealer authorized by A I M Distributors, Inc. ("AIM
Distributors") to sell shares of the AIM Funds.
Accounts submitted without a correct, certified taxpayer identification number
or, alternatively, a completed IRS Form W-8 (for non-resident aliens) or Form
W-9 (certifying exempt status) accompanying the registration information will be
subject to backup withholding. See the Account Application for applicable
Internal Revenue Service penalties. The minimum initial investment is $500,
except for accounts initially established through an Automatic Investment Plan,
which requires a special authorization form (see "Special Plans") and for
certain retirement accounts. The minimum initial investment for accounts
established with an Automatic Investment Plan is $50. The minimum initial
investment for an Individual Retirement Account ("IRA") is $250. There are no
minimum initial investment requirements applicable to
money-purchase/profit-sharing plans, 401(k) plans, IRA/Simplified Employee
Pension ("SEP") accounts, 403(b) plans or 457 (state deferred compensation)
plans (except that the minimum initial investment for salary deferrals for such
plans is $25), or for investment of dividends and distributions of any of the
AIM Funds into any existing AIM Funds account.
AFS' mailing address is:
A I M Fund Services, Inc.
P.O. Box 4739
Houston, TX 77210-4739
For additional information or assistance, investors should call the Client
Services Department of AFS at one of the following telephone numbers:
(713) 626-1919 Extension 5224 (in Houston)
(800) 959-4246 (elsewhere)
BF 12/95
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<PAGE> 22
Shares of any AIM Funds not named on the cover of this Prospectus are offered
pursuant to separate prospectuses. Copies of other prospectuses may be obtained
by calling (713) 626-1919, Extension 5001 (in Houston) or (800) 347-4246
(elsewhere).
HOW TO PURCHASE ADDITIONAL SHARES. The minimum investment for subsequent
purchases is $50. The minimum employee salary deferral investment for
participants in money-purchase/profit sharing plans, 401(k), IRA/SEP, 403(b) or
457 plans is $25. There are no such minimum investment requirements for
investment of dividends and distributions of any of the AIM Funds into any other
existing AIM Funds account.
Additional shares may be purchased directly through AIM Distributors or
through any dealer who has entered into an agreement with AIM Distributors.
Direct investments may be made by mail or by wiring payment to AFS as follows:
SUBSEQUENT PURCHASES BY MAIL: Investors must indicate their account number and
the name of the Fund being purchased. The remittance slip from a confirmation
statement should be used for this purpose, and sent to AFS.
PURCHASES BY WIRE: To insure prompt credit to his account, an investor or his
dealer should call AFS' Client Services Department at (800) 959-4246 prior to
sending a wire to receive a reference number for the wire. The following wire
instructions should be used:
<TABLE>
<S> <C>
Beneficiary Bank ABA/Routing #: 113000609
Beneficiary Account Number: 00100366807
Beneficiary Account Name: AIM Fund Services, Inc.
RFB: Fund name, Reference Number (16 character limit)
OBI: Shareholder Name, Shareholder Account Number
(70 character limit)
</TABLE>
If wires are received after 4:00 p.m. Eastern Time or during a bank holiday,
purchases will be confirmed at the price determined on the next business day of
the applicable AIM Fund.
- --------------------------------------------------------------------------------
TERMS AND CONDITIONS OF PURCHASE OF THE AIM FUNDS
Shares of the AIM Funds, including Class A shares (the "Class A shares") of
AIM AGGRESSIVE GROWTH FUND, AIM BALANCED FUND, AIM BLUE CHIP FUND, AIM CAPITAL
DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM GLOBAL
AGGRESSIVE GROWTH FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL INCOME FUND, AIM
GLOBAL UTILITIES FUND, AIM GROWTH FUND, AIM HIGH YIELD FUND, AIM INCOME FUND,
AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EQUITY FUND, AIM MONEY
MARKET FUND, AIM MUNICIPAL BOND FUND, AIM VALUE FUND and AIM WEINGARTEN FUND,
(other than AIM AGGRESSIVE GROWTH FUND, AIM BLUE CHIP FUND, AIM CAPITAL
DEVELOPMENT FUND and AIM CONSTELLATION FUND, collectively, the "Multiple Class
Funds") may be purchased at their respective net asset value plus a sales charge
as indicated below, except that shares of AIM TAX-EXEMPT CASH FUND and Class C
shares (the "Class C shares") of AIM MONEY MARKET FUND are sold without a sales
charge and Class B shares (the "Class B shares") of the Multiple Class Funds are
sold at net asset value subject to a contingent deferred sales charge payable
upon certain redemptions. These contingent deferred sales charges are described
under the caption "How to Redeem Shares -- Multiple Distribution System."
Securities dealers and other persons entitled to receive compensation for
selling or servicing shares of a Multiple Class Fund may receive different
compensation for selling or servicing one particular class of shares over
another class in the same Multiple Class Fund. Factors an investor should
consider prior to purchasing Class A or Class B shares (or, if applicable, Class
C shares) of a Multiple Class Fund are described below under "Special
Information Relating to Multiple Class Funds." For information on purchasing any
of the AIM Funds and to receive a prospectus, please call (713) 626-1919,
Extension 5001 (in Houston) or (800) 347-4246 (elsewhere). As described below,
the sales charge otherwise applicable to a purchase of shares of a fund may be
reduced if certain conditions are met. In order to take advantage of a reduced
sales charge, the prospective investor or his dealer must advise AIM
Distributors that the conditions for obtaining a reduced sales charge have been
met. Net asset value is determined in the manner described under the caption
"Determination of Net Asset Value." The following tables show the sales charge
and dealer concession at various investment levels for the AIM Funds.
BF 12/95
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<PAGE> 23
SALES CHARGES AND DEALER CONCESSIONS
GROUP I. Certain AIM Funds are currently sold with a sales charge ranging from
5.50% to 2.00% of the offering price on purchases of less than $1,000,000. These
AIM Funds include Class A shares of each of AIM AGGRESSIVE GROWTH FUND, AIM BLUE
CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION
FUND, AIM GLOBAL UTILITIES FUND, AIM GROWTH FUND, AIM INTERNATIONAL EQUITY FUND,
AIM MONEY MARKET FUND, AIM VALUE FUND and AIM WEINGARTEN FUND.
<TABLE>
<CAPTION>
INVESTOR'S DEALER
SALES CHARGE CONCESSION
--------------------- ----------
AS A AS A AS A
PERCENTAGE PERCENTAGE PERCENTAGE
OF OF OF
THE THE THE
PUBLIC NET PUBLIC
AMOUNT OF INVESTMENT IN OFFERING AMOUNT OFFERING
SINGLE TRANSACTION PRICE INVESTED PRICE
- --------------------------------- ----- -------- -----
<S> <C> <C> <C>
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
</TABLE>
There is no sales charge on purchases of $1,000,000 or more; however, AIM
Distributors may pay a dealer concession and/or advance a service fee on such
transactions. See "All Groups of AIM Funds." Purchases of $1,000,000 or more are
at net asset value, subject to a contingent deferred sales charge of 1% if
shares are redeemed prior to 18 months from the date such shares were purchased,
as described under the caption "How to Redeem Shares -- Contingent Deferred
Sales Charge Program for Large Purchases."
GROUP II. Certain AIM Funds are currently sold with a sales charge ranging
from 4.75% to 2.00% of the offering price on purchases of less than $1,000,000.
These AIM Funds are: AIM TAX-EXEMPT BOND FUND OF CONNECTICUT; and the Class A
shares of each of AIM BALANCED FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM
GLOBAL GROWTH FUND, AIM GLOBAL INCOME FUND, AIM HIGH YIELD FUND, AIM INCOME
FUND, AIM INTERMEDIATE GOVERNMENT FUND and AIM MUNICIPAL BOND FUND.
<TABLE>
<CAPTION>
INVESTOR'S DEALER
SALES CHARGE CONCESSION
--------------------- ----------
AS A AS A AS A
PERCENTAGE PERCENTAGE PERCENTAGE
OF OF OF
THE THE THE
PUBLIC NET PUBLIC
AMOUNT OF INVESTMENT IN OFFERING AMOUNT OFFERING
SINGLE TRANSACTION PRICE INVESTED PRICE
- --------------------------------- ----- -------- -----
<S> <C> <C> <C>
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
</TABLE>
There is no sales charge on purchases of $1,000,000 or more; however, AIM
Distributors may pay a dealer concession and/ or advance a service fee on such
transactions. See "All Groups of AIM Funds." Purchases of $1,000,000 or more are
at net asset value, subject to a contingent deferred sales charge of 1% if
shares are redeemed prior to 18 months from the date such shares were purchased,
as described under the caption "How to Redeem Shares -- Contingent Deferred
Sales Charge Program for Large Purchases."
GROUP III. Certain AIM Funds are currently sold with a sales charge ranging
from 1.00% to 0.50% of the offering price on purchases of less than $1,000,000.
These AIM Funds are AIM LIMITED MATURITY TREASURY SHARES and AIM TAX-FREE
INTERMEDIATE SHARES.
<TABLE>
<CAPTION>
INVESTOR'S DEALER
SALES CHARGE CONCESSION
--------------------- ----------
AS A AS A AS A
PERCENTAGE PERCENTAGE PERCENTAGE
OF OF OF
THE THE THE
PUBLIC NET PUBLIC
AMOUNT OF INVESTMENT IN OFFERING AMOUNT OFFERING
SINGLE TRANSACTION PRICE INVESTED PRICE
- --------------------------------- ----- -------- -----
<S> <C> <C> <C>
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
</TABLE>
There is no sales charge on purchases of $1,000,000 or more; however, AIM
Distributors may pay a dealer concession and/ or advance a service fee on such
transactions.
BF 12/95
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<PAGE> 24
ALL GROUPS OF AIM FUNDS. 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 Securities Act of 1933.
In addition to amounts paid to dealers as a dealer concession out of the
initial sales charge paid by investors, AIM Distributors may, from time to time,
at its expense or as an expense for which it may be compensated under a
distribution plan, if applicable, pay a bonus or other consideration or
incentive to dealers who sell a minimum dollar amount of the shares of the AIM
Funds during a specified period of time. In some instances, these incentives may
be offered only to certain dealers who have sold or may sell significant amounts
of shares. At the option of the dealer, such incentives may take the form of
payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives and their families to
places within or outside the United States. The total amount of such additional
bonus payments or other consideration shall not exceed 0.25% of the public
offering price of the shares sold. Any such bonus or incentive programs will not
change the price paid by investors for the purchase of the applicable AIM Fund's
shares or the amount that any particular AIM Fund will receive as proceeds from
such sales. Dealers may not use sales of the AIM Funds' shares to qualify for
any incentives to the extent that such incentives may be prohibited by the laws
of any state.
AIM Distributors may make payments to dealers and institutions who are dealers
of record for purchases of $1 million or more of Class A shares (or shares which
normally involve payment of initial sales charges), which are sold at net asset
value and are subject to a contingent deferred sales charge, for all AIM Funds
other than AIM LIMITED MATURITY TREASURY SHARES and AIM TAX-FREE INTERMEDIATE
SHARES as follows: 1% of the first $2 million of such purchases, plus 0.80% of
the next $1 million of such purchases, plus 0.50% of the next $17 million of
such purchases, plus 0.25% of amounts in excess of $20 million of such
purchases. See "Contingent Deferred Sales Charge Programs for Large Purchases."
AIM Distributors may make payments to dealers and institutions who are dealers
of record for purchases of $1,000,000 or more of shares which normally involve
payment of initial sales charges, and which are sold at net asset value and are
not subject to a contingent deferred sales charge, in an amount up to 0.10% of
such purchases of shares of AIM LIMITED MATURITY TREASURY SHARES, and in an
amount up to 0.25% of such purchases of shares of AIM TAX-FREE INTERMEDIATE
SHARES.
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 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.
TIMING OF PURCHASE ORDERS. Orders for the purchase of shares of an AIM Fund
(other than the Money Market Funds, as described below) received by dealers
prior to 4:00 p.m. Eastern Time on any business day of an AIM Fund and either
received by AIM Distributors in its Houston, Texas office prior to 5:00 p.m.
Central Time on that day or transmitted by dealers to the Transfer Agent through
the facilities of the National Securities Clearing Corporation ("NSCC") by 7:00
p.m. Eastern Time on that day, will be confirmed at the price determined as of
the close of that day. Orders received by dealers after 4:00 p.m. Eastern Time
will be confirmed at the price determined on the next business day of the AIM
Fund. It is the responsibility of the dealer to ensure that all orders are
transmitted on a timely basis to AIM Distributors or to the Transfer Agent
through the facilities of NSCC. Any loss resulting from the dealer's failure to
submit an order within the prescribed time frame will be borne by that dealer.
Please see "How to Purchase Shares -- Purchases by Wire" for information on
obtaining a reference number for wire orders, which will facilitate the handling
of such orders and ensure prompt credit to an investor's account. A "business
day" of an AIM Fund is any day on which the New York Stock Exchange ("NYSE") is
open for business. It is expected that the NYSE will be closed during the next
twelve months on Saturdays and Sundays and on the days on which New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day are observed by the NYSE.
An investor who uses a check to purchase shares will be credited with the full
number of shares purchased at the time of receipt of the purchase order, as
previously described. However, in the event of a redemption or exchange of such
shares, the investor may be required to wait up to ten business days before the
redemption proceeds are sent. This delay is necessary in order to ensure that
the check has cleared. If the check does not clear, or if any investment order
must be cancelled due to nonpayment, the investor will be responsible for any
resulting loss to an AIM Fund or to AIM Distributors.
SPECIAL INFORMATION RELATING TO MULTIPLE CLASS FUNDS. The Multiple Class
Funds, other than AIM MONEY MARKET FUND, currently offer two classes of shares,
and AIM MONEY MARKET FUND currently offers three classes of shares, through
separate distribution systems (the "Multiple Distribution System"). Although the
Class A and Class B shares (and with respect to AIM MONEY MARKET FUND, Class C
shares) of a particular Multiple Class Fund represent an interest in the same
portfolio of investments, each class is subject to a different distribution
structure and, as a result, differing expenses. This Multiple Distribution
System allows investors to select the class that is best suited to the
investor's needs and objectives. In considering the options afforded by the
Multiple Distribution System, investors should consider both the applicable
initial sales charge or contingent deferred sales charge, as well as the ongo-
BF 12/95
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<PAGE> 25
ing expenses borne by Class A or Class B shares and, if applicable, Class C
shares, and other relevant factors, such as whether his or her investment goals
are long-term or short-term.
CLASS A SHARES are sold subject to the initial sales charges described
above and are subject to the other fees and expenses described herein.
Class A shares of AIM MONEY MARKET FUND are designed to meet the needs of
an investor who wishes to establish a dollar cost averaging program,
pursuant to which Class A shares an investor owns may be exchanged at net
asset value for Class A shares of another Multiple Class Fund or shares of
another AIM Fund which is not a Multiple Class Fund, subject to the terms
and conditions described under the caption "Exchange Privilege -- Terms and
Conditions of Exchanges."
CLASS B SHARES are sold without an initial sales charge. Thus, the entire
purchase price of Class B shares is immediately invested in Class B shares.
Class B shares are subject, however, to Class B Plan payments of 1.00% per
annum on the average daily net assets of a Multiple Class Fund attributable
to Class B shares. See the discussion under the caption
"Management -- Distribution Plans." In addition, Class B shares redeemed
within six years from the date such shares were purchased are subject to a
contingent deferred sales charge ranging from 5% for redemptions made
within the first year to 1% for redemptions made within the sixth year. No
contingent deferred sales charge will be imposed if Class B shares are
redeemed after six years from the date such shares were purchased.
Redemptions of Class B shares and associated charges are further described
under the caption "How to Redeem Shares -- Multiple Distribution System."
Class B shares will automatically convert into Class A shares of the same
Multiple Class Fund (together with a pro rata portion of all Class B shares
acquired through the reinvestment of dividends and distributions) eight
years from the end of the calendar month in which the purchase of Class B
shares was made. Following such conversion of their Class B shares,
investors will be relieved of the higher Class B Plan payments associated
with Class B shares. See "Management -- Distribution Plans."
CLASS C SHARES of AIM MONEY MARKET FUND are sold without an initial sales
charge and are not subject to a contingent deferred sales charge. Such
shares are, however, subject to the other fees and expenses described in
the prospectus for AIM MONEY MARKET FUND.
SPECIAL INFORMATION RELATING TO MONEY MARKET FUNDS. Shares of AIM MONEY MARKET
FUND or AIM TAX-EXEMPT CASH FUND (the "Money Market Funds") are purchased or
exchanged at the net asset value next determined after acceptance of an order
for purchase or exchange in proper form, except for Class A shares of AIM MONEY
MARKET FUND, which are sold with a sales charge. Net asset value is normally
determined at 12:00 noon and 4:00 p.m. Eastern Time on each business day of AIM
MONEY MARKET FUND and at 4:00 p.m. Eastern Time on each business day of AIM
TAX-EXEMPT CASH FUND. Because each Money Market Fund uses the amortized cost
method of valuing the securities it holds and rounds its per share net asset
value to the nearest whole cent, it is anticipated that the net asset value of
the shares of such funds will remain constant at $1.00 per share. However, there
is no assurance that either Money Market Fund can maintain a $1.00 net asset
value per share. In order to earn dividends with respect to AIM MONEY MARKET
FUND on the same day that a purchase is made, purchase payments in the form of
federal funds must be received by the Transfer Agent before 12:00 noon Eastern
Time on that day. See "How to Purchase Shares -- Purchases by Wire." Purchases
made by payments in any other form, or payments in the form of federal funds
received after such time, will begin to earn dividends on the next business day
following the date of purchase. The Money Market Funds generally will not issue
share certificates but will record investor holdings in noncertificate form and
regularly advise the shareholder of his ownership position. Class B shares of
AIM MONEY MARKET FUND are designed for temporary investment as part of an
investment program in the Class B shares and, unlike shares of most money market
funds, are subject to a contingent deferred sales charge as well as Rule 12b-1
distribution fees and service fees.
SHARE CERTIFICATES. Share certificates for all AIM Funds will be issued upon
written request by a shareholder to AIM Distributors or the Transfer Agent.
Otherwise, such shares will be held on the shareholder's behalf by the
applicable AIM Fund(s) and be recorded on the books of such fund(s). See
"Exchange Privilege -- Exchanges by Telephone" and "How to Redeem
Shares -- Redemptions by Telephone" for restrictions applicable to shares issued
in certificate form. Please note that certificates will not be issued for shares
held in prototype retirement plans.
MINIMUM ACCOUNT BALANCE. If (1) an account opened in a fund has been in effect
for at least one year and the shareholder has not made an additional purchase in
that account within the preceding six calendar months and (2) the value of such
account drops below $500 for three consecutive months as a result of redemptions
or exchanges, the fund has the right to redeem the account, after giving the
shareholder 60 days' prior written notice, unless the shareholder makes
additional investments within the notice period to bring the account value up to
$500.
REDUCTIONS IN INITIAL SALES CHARGES
Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of shares of the AIM Funds that are
otherwise subject to an initial sales charge, provided that such purchases are
made by a "purchaser" as hereinafter defined. Purchases of shares of AIM
TAX-EXEMPT CASH FUND, Class C shares of AIM MONEY MARKET FUND and Class B shares
of the Multiple Class Funds will not be taken into account in determining
whether a purchase qualifies for a reduction in initial sales charges.
BF 12/95
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<PAGE> 26
The term "purchaser" means:
o an individual and his or her spouse and minor children, including any trust
established exclusively for the benefit of any such person; or a pension,
profit-sharing, or other benefit plan established exclusively for the
benefit of any such person, such as an IRA, a single-participant
money-purchase/profit-sharing plan or an individual participant in a 403(b)
Plan (unless such 403(b) plan qualifies as the purchaser as defined below);
o a 403(b) plan, the employer/sponsor of which is an organization described
under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"), provided that:
a. the employer/sponsor must submit contributions for all participating
employees in a single contribution transmittal (i.e., the funds will
not accept contributions submitted with respect to individual
participants);
b. each transmittal must be accompanied by a single check or wire
transfer; and
c. all new participants must be added to the 403(b) plan by submitting
an application on behalf of each new participant with the
contribution transmittal;
o a trustee or fiduciary purchasing for a single trust, estate or single
fiduciary account (including a pension, profit-sharing or other employee
benefit trust created pursuant to a plan qualified under Section 401 of the
Code, SEP, Salary Reduction and other Elective Simplified Employee Pension
accounts ("SARSEP")) and 457 plans, although more than one beneficiary or
participant is involved;
o any other organized group of persons, whether incorporated or not, provided
the organization has been in existence for at least six months and has some
purpose other than the purchase at a discount of redeemable securities of a
registered investment company; or
o the discretionary advised accounts of A I M Advisors, Inc. ("AIM") or A I M
Capital Management, Inc. ("AIM Capital").
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, by virtue of the foregoing definition, to the reduced
sales charge. No person or entity may distribute shares of the AIM Funds without
payment of the applicable sales charge other than to persons or entities who
qualify for a reduction in the sales charge as provided herein.
(1) LETTERS OF INTENT. A purchaser, as previously defined, may pay reduced
initial sales charges by completing the appropriate section of the account
application and by fulfilling a Letter of Intent ("LOI"). 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. The LOI confirms such purchaser's intention as to the
total investment to be made in shares of the AIM Funds (except for
(i) AIM TAX-EXEMPT CASH FUND and Class C shares of AIM MONEY MARKET FUND and
(ii) Class B shares of the Multiple Class Funds) within the following 13
consecutive months. By marking the LOI section on the account application and by
signing the account application, the purchaser indicates that he understands and
agrees to the terms of the LOI and is bound by the provisions described below.
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, as
described under "Sales Charges and Dealer Concessions." 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 under "Rights of Accumulation" if the
Transfer Agent is advised of all other accounts at the time of the investment.
Shares acquired through reinvestment of dividends and capital gains
distributions will not be applied to the LOI. At any time during the 13-month
period after meeting the original obligation, a purchaser may revise his
intended investment amount upward by submitting a written and signed request.
Such a revision will not change the original expiration date. 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 investor will pay the increased amount of sales charge as
described below. Purchases made within 90 days before signing an LOI will be
applied toward completion of the LOI. The LOI effective date will be the date of
the first purchase within the 90-day period. The Transfer Agent will process
necessary adjustments upon the expiration or completion date of the LOI.
Purchases made more than 90 days before signing an LOI will be applied toward
completion of the LOI based on the value of the shares purchased calculated at
the public offering price on the effective date of the LOI.
To assure compliance with the provisions of the 1940 Act, out of the initial
purchase (or subsequent purchases if necessary) the Transfer Agent will escrow
in the form of shares an appropriate dollar amount (computed to the nearest full
share). 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 amount actually purchased. If the
purchaser does not pay such difference within 20 days of the expiration date, he
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.
BF 12/95
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<PAGE> 27
If at any time before completing the LOI Program, the purchaser wishes to
cancel the agreement, he must give written notice to AIM Distributors. If at any
time before completing the LOI Program the purchaser requests the Transfer Agent
to liquidate or transfer beneficial ownership of his total shares, a
cancellation of the LOI will automatically be effected. 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.
(2) RIGHTS OF ACCUMULATION. A "purchaser," as previously defined, may also
qualify for reduced initial sales charges based upon such purchaser's existing
investment in shares of any of the AIM Funds (except for (i) AIM TAX-EXEMPT CASH
FUND and Class C shares of AIM MONEY MARKET FUND and (ii) Class B shares of the
Multiple Class Funds) at the time of the proposed purchase. 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. 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 (except for (i) AIM TAX-EXEMPT CASH FUND and
Class C shares of AIM MONEY MARKET FUND and (ii) Class B shares of the Multiple
Class Funds) owned by such purchaser, calculated at their then current public
offering price. If a purchaser so qualifies for a reduced sales charge, the
reduced sales charge applies to the total amount of money then being invested by
such purchaser and not just to the portion that exceeds the breakpoint above
which a reduced sales charge applies. 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 AFS 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.
PURCHASES AT NET ASSET VALUE. Purchases of shares of any of the AIM Funds at
net asset value (without payment of an initial sales charge) may be made in
connection with: (a) the reinvestment of dividends and distributions from a fund
(see "Dividends, Distributions and Tax Matters"); (b) exchanges of shares of
certain other funds (see "Exchange Privilege"); (c) use of the reinstatement
privilege (see "How to Redeem Shares"); or (d) a merger, consolidation or
acquisition of assets of a fund.
Shareholders of record of Class A shares of AIM WEINGARTEN FUND and AIM
CONSTELLATION FUND on September 8, 1986, and shareholders of record of Class A
shares of AIM CHARTER FUND on November 17, 1986, may purchase additional Class A
shares of the particular AIM Fund(s) whose shares they owned on such date, at
net asset value (without payment of a sales charge) for as long as they
continuously own Class A shares of such AIM Fund(s) having a market value of at
least $500. In addition, discretionary advised clients of any investment
advisors whose clients held Class A shares of AIM WEINGARTEN FUND or AIM
CONSTELLATION FUND on September 8, 1986, or who held Class A shares of AIM
CHARTER FUND on November 17, 1986, and have held such Class A shares at all
times subsequent to such date, may purchase Class A shares of the applicable AIM
Fund(s) at the net asset value of such shares.
The following persons may purchase shares of the AIM Funds through AIM
Distributors without payment of an initial sales charge: (a) A I M Management
Group Inc. ("AIM Management") and its affiliated companies; (b) any current or
retired officer, director, trustee or employee, or any member of the immediate
family (including spouse, minor children, parents and parents of spouse) of any
such person, of AIM Management or its affiliates or of certain mutual funds
which are advised or managed by AIM, or any trust established exclusively for
the benefit of such persons; (c) any employee benefit plan established for
employees of AIM Management or its affiliates; (d) any current or retired
officer, director, trustee or employee, or any member of the immediate family
(including spouse, minor children, parents and parents of spouse) of any such
person, or of CIGNA Corporation or of any of its affiliated companies, or of
First Data Investor Services Group (formerly The Shareholders Services Group,
Inc.); (e) any investment company sponsored by CIGNA Investments, Inc. or any of
its affiliated companies for the benefit of its directors' deferred compensation
plans; (f) discretionary advised clients of AIM or AIM Capital; (g) registered
representatives and employees of dealers who have entered into agreements with
AIM Distributors (or financial institutions that have arrangements with such
dealers with respect to the sale of shares of the AIM Funds) and any member of
the immediate family (including spouse, minor children, parents and parents of
spouse) of any such person, provided that purchases at net asset value are
permitted by the policies of such person's employer; and (h) certain
broker-dealers, investment advisers or bank trust departments that provide asset
allocation or similar specialized investment services to their customers, that
charge a minimum annual fee for such services, and that have entered into an
agreement with AIM Distributors with respect to their use of the AIM Funds in
connection with such services.
In addition, shares of any AIM Fund may be purchased at net asset value,
without payment of a sales charge, by pension, profit-sharing or other employee
benefit plans created pursuant to a plan qualified under Section 401 of the Code
or plans under Section 457 of the Code, or employee benefit plans created
pursuant to Section 403(b) of the Code and sponsored by nonprofit organizations
defined under Section 501(c)(3) of the Code. Such plans will qualify for
purchases at net asset value provided that (1) the initial amount invested in
the fund(s) is at least $1,000,000, (2) the sponsor signs a $1,000,000 LOI, or
(3) such shares are purchased by an employer-sponsored plan with at least 100
eligible employees. Section 403(b) plans sponsored by public educational
institutions will not be eligible for net asset value purchases based on the
aggregate investment made by the plan or the number of eligible employees.
Participants in such plans will be eligible for reduced sales charges based
solely on the aggregate value of their individual investments in the applicable
AIM Fund. PLEASE NOTE THAT TAX-EXEMPT FUNDS ARE NOT APPROPRIATE INVESTMENTS FOR
SUCH PLANS. AIM
BF 12/95
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<PAGE> 28
Distributors may pay investment dealers or other financial service firms up to
1.00% of the net asset value of any shares of the Load Funds (as defined on page
A-10 herein), up to 0.10% of the net asset value of any shares of AIM LIMITED
MATURITY TREASURY SHARES, and up to 0.25% of the net asset value of any shares
of all other AIM Funds sold at net asset value to an employee benefit plan in
accordance with this paragraph.
Class A shares of AIM WEINGARTEN FUND and AIM CONSTELLATION FUND may be
deposited at net asset value, without payment of a sales charge, in G/SET series
unit investment trusts, whose portfolios consist exclusively of Class A shares
of AIM WEINGARTEN FUND or AIM CONSTELLATION FUND and stripped United States
Treasury issued notes or bonds bearing no current interest ("Treasury
Obligations"). Class A shares of such funds may also be purchased at net asset
value by other unit investment trusts approved by the Board of Directors of AIM
Equity Funds, Inc. Unit holders of such trusts may elect to invest cash
distributions from such trusts in Class A shares of AIM WEINGARTEN FUND or AIM
CONSTELLATION FUND at net asset value, including: (a) distributions of any
dividend income or other income received by such trusts; (b) distributions of
any net capital gains received in respect of Class A shares of AIM WEINGARTEN
FUND or AIM CONSTELLATION FUND and proceeds of the sale of Class A shares of AIM
WEINGARTEN FUND or AIM CONSTELLATION FUND used to redeem units of such trusts;
and (c) proceeds from the maturity of the Treasury Obligations at the
termination dates of such trusts. Prior to the termination dates of such trusts,
a unit holder may invest the proceeds from the redemption or repurchase of his
units in Class A shares of AIM WEINGARTEN FUND or AIM CONSTELLATION FUND at net
asset value, provided: (a) that the investment in Class A shares of AIM
WEINGARTEN FUND or AIM CONSTELLATION FUND is effected within 30 days of such
redemption or repurchase; and (b) that the unit holder or his dealer provides
AIM Distributors with a letter which: (i) identifies the name, address and
telephone number of the dealer who sold to the unit holder the units to be
redeemed or repurchased; and (ii) states that the investment in Class A shares
of AIM WEINGARTEN FUND or AIM CONSTELLATION FUND is being funded exclusively by
the proceeds from the redemption or repurchase of units of such trusts.
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE OR EXCHANGE ORDER
OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE PURCHASE PRICE; (3) TO
INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR (4) TO MODIFY
ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND. For any fund
named on the cover page, AIM Distributors and its agents will use their best
efforts to provide notice of any such actions through correspondence with
broker-dealers and existing shareholders, supplements to the AIM Funds'
prospectuses, or other appropriate means, and will provide sixty (60) days'
notice in the case of termination or material modification to the exchange
privilege discussed under the caption "Exchange Privilege."
- --------------------------------------------------------------------------------
SPECIAL PLANS
Except as noted below, each AIM Fund provides the special plans described
below for the convenience of its shareholders. Once established, there is no
obligation to continue to invest through a plan, and a shareholder may terminate
a plan at any time.
Special plan applications and further information, including details of any
fees which are charged to a shareholder investing through a plan, may be
obtained by written request, directed to AFS at the address provided under "How
to Purchase Shares," or by calling the Client Services Department of AFS at the
phone numbers provided under "How to Purchase Shares." IT IS RECOMMENDED THAT A
SHAREHOLDER CONSIDERING ANY OF THE PLANS DESCRIBED HEREIN CONSULT A TAX ADVISOR
BEFORE COMMENCING PARTICIPATION IN SUCH A PLAN.
SYSTEMATIC WITHDRAWAL PLAN. Under a Systematic Withdrawal Plan, a shareholder
who owns Class A shares of a Multiple Class Fund, Class C shares of AIM Money
Market Fund, or shares of another AIM Fund can arrange for monthly, quarterly or
annual checks in any amount (but not less than $50) to be drawn against the
balance of his account in the designated AIM Fund. Shareholders who own Class B
shares of a Multiple Class Fund can only arrange for monthly or quarterly
withdrawals under a Systematic Withdrawal Plan. Payment of this amount is
normally made on or about the tenth or the twenty-fifth day of each month in
which a payment is to be made. A minimum account balance of $5,000 is required
to establish a Systematic Withdrawal Plan, but there is no requirement
thereafter to maintain any minimum investment. No contingent deferred sales
charge with respect to Class B shares of a Multiple Class Fund will be imposed
on withdrawals made under a Systematic Withdrawal Plan, provided that the
amounts withdrawn under such a plan do not exceed on an annual basis 12% of the
account value at the time the shareholder elects to participate in the
Systematic Withdrawal Plan. Systematic Withdrawal Plans with respect to Class B
shares that exceed on an annual basis 12% of such account will be subject to a
contingent deferred sales charge on the amounts exceeding 12% of the initial
account value.
Under a Systematic Withdrawal Plan, all shares are to be held by the Transfer
Agent and all dividends and distributions are reinvested in shares of the
applicable AIM Fund by the Transfer Agent. To provide funds for payments made
under the Systematic Withdrawal Plan, the Transfer Agent redeems sufficient full
and fractional shares at their net asset value in effect at the time of each
such redemption.
Payments under a Systematic Withdrawal Plan constitute taxable events. Since
such payments are funded by the redemption of shares, they may result in a
return of capital and in capital gains or losses, rather than in ordinary
income. Because sales charges are
BF 12/95
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<PAGE> 29
imposed on additional purchases of shares (other than Class B Shares and Class C
Shares of the Multiple Class Funds), it is disadvantageous to effect such
purchases while a Systematic Withdrawal Plan is in effect.
The Systematic Withdrawal Plan may be terminated at any time upon 10 days'
prior notice to AFS. Each AIM Fund bears its share of the cost of operating the
Systematic Withdrawal Plan. Each AIM Fund reserves the right to initiate a fee
for each withdrawal (not to exceed its cost), but there is no present intent to
do so.
AUTOMATIC INVESTMENT PLAN. Shareholders who wish to make monthly or quarterly
investments may establish an Automatic Investment Plan. Under this plan, on or
about the tenth and/or twenty-fifth day of the applicable month, a draft is
drawn on the shareholder's bank account in the amount specified by the
shareholder (minimum $50 per investment, per account). The proceeds of the draft
are invested in shares of the designated AIM Fund at the applicable offering
price determined on the date of the draft. An Automatic Investment Plan may be
discontinued upon 10 days' prior notice to the Transfer Agent or AIM
Distributors.
AUTOMATIC DIVIDEND INVESTMENT PLAN. Shareholders may elect to have all
dividends and distributions declared by an AIM Fund paid in cash or invested at
net asset value, without payment of an initial sales charge, either in shares of
the same AIM Fund or invested in shares of another AIM Fund. For each of the
Multiple Class Funds, dividends and distributions attributable to Class A shares
may be reinvested in Class A shares of the same fund, in Class A shares of
another Multiple Class Fund or in shares of another AIM Fund which is not a
Multiple Class Fund; dividends and distributions attributable to Class B shares
may be reinvested in Class B shares of the same fund or in Class B shares of
another Multiple Class Fund; and dividends and distributions attributable to
Class C shares of AIM MONEY MARKET FUND may be reinvested in additional shares
of such fund, in Class A shares of another Multiple Class Fund or in shares of
another AIM Fund which is not a Multiple Class Fund. See "Dividends,
Distributions and Tax Matters -- Dividends and Distributions" for a description
of payment dates for these options. In order to qualify to have dividends and
distributions of one AIM Fund invested in shares of another AIM Fund, the
following conditions must be satisfied: (a) the shareholder must have an account
balance in the dividend paying fund of at least $5,000; (b) the account must be
held in the name of the shareholder (i.e., the account may not be held in
nominee name); and (c) the shareholder must have requested and completed an
authorization relating to the reinvestment of dividends into another AIM Fund.
An authorization may be given on the account application or on an authorization
form available from AIM Distributors. An AIM Fund will waive the $5,000 minimum
account value requirement if the shareholder has an account in the fund selected
to receive the dividends and distributions with a value of at least $500.
DOLLAR COST AVERAGING. Shareholders may elect to have a specified amount
automatically exchanged, either monthly or quarterly (on or about the 10th or
25th day of the applicable month), from one of their accounts into one or more
AIM Funds, subject to the terms and conditions described under the caption
"Exchange Privilege -- Terms and Conditions of Exchanges." The account from
which exchanges are to be made must have a value of at least $5,000 when a
shareholder elects to begin this program, and the exchange minimum is $50 per
transaction. All of the accounts that are part of this program must have
identical registrations. The net asset value of shares purchased under this
program may vary, and may be more or less advantageous than if shares were not
exchanged automatically. There is no charge for entering the Dollar Cost
Averaging program. Sales charges may apply, as described under the caption
"Exchange Privilege."
PROTOTYPE RETIREMENT PLANS. The AIM Funds (except for AIM TAX-FREE
INTERMEDIATE SHARES, AIM TAX-EXEMPT CASH FUND, AIM MUNICIPAL BOND FUND and AIM
TAX-EXEMPT BOND FUND OF CONNECTICUT) have made the following prototype
retirement plans available to corporations, individuals and employees of
non-profit organizations and public schools: combination money-
purchase/profit-sharing plans; 403(b) plans; IRA plans; and SEP plans
(collectively, "retirement accounts"). Information concerning these plans,
including the custodian's fees and the forms necessary to adopt such plans, can
be obtained by calling or writing the AIM Funds or AIM Distributors. Shares of
the AIM Funds are also available for investment through existing 401(k) plans
(for both individuals and employers) adopted under the Code. The plan custodian
currently imposes an annual $10 maintenance fee with respect to each retirement
account for which it serves as the custodian. This fee is generally charged in
December. Each AIM Fund and/or the custodian reserve the right to change this
maintenance fee and to initiate an establishment fee (not to exceed its cost).
BF 12/95
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<PAGE> 30
- --------------------------------------------------------------------------------
EXCHANGE PRIVILEGE
TERMS AND CONDITIONS OF EXCHANGES. Shareholders of the AIM Funds may
participate in an exchange privilege as described below. The exchange 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. AIM Distributors acts as distributor for the AIM Funds,
which represent a range of different investment objectives and policies. As set
forth under the caption "Terms and Conditions of Purchase of the AIM
Funds -- Sales Charges and Dealer Concessions," shares of certain of the AIM
Funds, including the Class A shares of the Multiple Class Funds, referred to
herein as the "Load Funds," are sold at a public offering price that includes a
maximum sales charge of 5.50% or 4.75% of the public offering price of such
shares; shares of certain of the AIM Funds, referred to herein as the "Lower
Load Funds," are sold at a public offering price that includes a maximum sales
charge of 1.00% of the public offering price of such shares; and shares of
certain other funds, including the Class C shares of AIM MONEY MARKET FUND,
referred to herein as the "No Load Funds," are sold at net asset value, without
payment of a sales charge.
<TABLE>
<S> <C> <C>
LOAD FUNDS: LOWER LOAD FUNDS:
AIM AGGRESSIVE GROWTH AIM GROWTH FUND -- CLASS A AIM LIMITED MATURITY TREASURY SHARES
FUND -- CLASS A AIM HIGH YIELD FUND -- CLASS A AIM TAX-FREE INTERMEDIATE SHARES
AIM BALANCED FUND -- CLASS A AIM INCOME FUND -- CLASS A
AIM BLUE CHIP FUND -- CLASS A AIM INTERMEDIATE GOVERNMENT NO LOAD FUNDS:
AIM CAPITAL DEVELOPMENT FUND -- CLASS A AIM MONEY MARKET FUND -- CLASS C
FUND -- CLASS A AIM INTERNATIONAL EQUITY AIM TAX-EXEMPT CASH FUND
AIM CHARTER FUND -- CLASS A FUND -- CLASS A
AIM CONSTELLATION AIM MONEY MARKET
FUND -- CLASS A FUND -- CLASS A
AIM GLOBAL AGGRESSIVE GROWTH AIM MUNICIPAL BOND
FUND -- CLASS A FUND -- CLASS A
AIM GLOBAL GROWTH AIM TAX-EXEMPT BOND FUND
FUND -- CLASS A OF CONNECTICUT
AIM GLOBAL INCOME AIM VALUE FUND -- CLASS A
FUND -- CLASS A AIM WEINGARTEN FUND -- CLASS A
AIM GLOBAL UTILITIES
FUND -- CLASS A
</TABLE>
Shares of any AIM Fund may be exchanged for shares of any other AIM Fund,
except that (i) Load Fund share purchases of $1,000,000 or more which are
subject to a contingent deferred sales charge may not be exchanged for Lower
Load Funds or for AIM TAX-EXEMPT CASH FUND; (ii) Lower Load Fund share purchases
of $1,000,000 or more and No Load Fund purchases may be exchanged for Load Fund
shares in amounts of $1,000,000 or more which will then be subject to a
contingent deferred sales charge; however, for purposes of calculating the
contingent deferred sales charge on the Load Fund shares acquired, the 18-month
period shall be computed from the date of such exchange; (iii) Class A shares
and shares of all other AIM Funds may not be exchanged for Class B shares; (iv)
Class B shares may be exchanged only for Class B shares; and (v) Class C shares
of AIM MONEY MARKET FUND may not be exchanged for Class A shares of AIM MONEY
MARKET FUND or for Class B shares. For shares initially purchased prior to
November 20, 1995, the exchange conditions in (i) and (ii) above will apply
effective January 16, 1996. DEPENDING UPON THE FUND FROM WHICH AND INTO WHICH AN
EXCHANGE IS BEING MADE, SHARES BEING ACQUIRED IN AN EXCHANGE MAY BE ACQUIRED AT
THEIR OFFERING PRICE OR AT THEIR NET ASSET VALUE (WITHOUT PAYMENT OF A SALES
CHARGE) AS SET FORTH IN THE TABLE BELOW FOR SHARES INITIALLY PURCHASED PRIOR TO
MAY 1, 1994:
<TABLE>
<CAPTION>
MULTIPLE CLASS
LOWER LOAD NO LOAD FUNDS:
FROM: TO: LOAD FUNDS FUNDS FUNDS CLASS B
- ---------------- ----------------- --------------------- ---------------- --------------
<S> <C> <C> <C> <C>
Load Funds...... Net Asset Value Net Asset Value Net Asset Value Not
Applicable
Lower Load Net Asset Value if shares were held Net Asset Value Net Asset Value Not
Funds......... for at least 30 days; or if shares Applicable
were acquired upon exchange of any
Load Fund; or if shares were acquired
upon exchange from any Lower Load
Fund and such shares were held for at
least 30 days. (No exchange privilege
is available for the first 30 days
following the purchase of the Lower
Load Fund shares.)
</TABLE>
(Table continued on following page)
BF 12/95
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<PAGE> 31
<TABLE>
<CAPTION>
MULTIPLE CLASS
LOWER LOAD NO LOAD FUNDS:
FROM: TO: LOAD FUNDS FUNDS FUNDS CLASS B
- ---------------- ----------------- --------------------- ---------------- --------------
<S> <C> <C> <C> <C>
No Load Funds... Offering Price if No Load shares were Net Asset Value if No Net Asset Value Not
directly purchased. Net Asset Value Load shares were Applicable
if No Load shares were acquired upon acquired upon
exchange of shares of any Load Fund exchange of shares of
or any Lower Load Fund; Net Asset any Load Fund or any
Value if No Load shares were acquired Lower Load Fund;
upon exchange of Lower Load Fund otherwise,
shares and were held for at least 30 Offering Price.
days following the purchase of the
Lower Load Fund shares. (No exchange
privilege is available for the first
30 days following the acquisition of
the Lower Load Fund shares.)
Multiple Class
Funds:
Class B....... Not Applicable Not Applicable Not Applicable Net Asset
Value
FOR SHARES INITIALLY PURCHASED ON OR AFTER MAY 1, 1994, THE FOREGOING TABLE IS REVISED AS FOLLOWS:
Load Funds...... Net Asset Value Net Asset Value Net Asset Value Not
Applicable
Lower Load Net Asset Value if shares were Net Asset Value Net Asset Value Not
Funds......... acquired upon exchange of any Load Applicable
Fund. Otherwise, difference in sales
charge will apply.
No Load Funds... Offering Price if No Load shares were Net Asset Value if No Net Asset Value Not
directly purchased. Net Asset Value Load shares were Applicable
if No Load shares were acquired upon acquired upon
exchange of shares of any Load Fund. exchange of shares of
Difference in sales charge will apply any Load Fund or any
if No Load shares were acquired upon Lower Load Fund;
exchange of Lower Load Fund shares. otherwise, Offering
Price.
Multiple Class
Funds:
Class B....... Not Applicable Not Applicable Not Applicable Net Asset
Value
</TABLE>
An exchange is permitted only in the following circumstances: (a) if the funds
offer more than one class of shares, the exchange must be between the same class
of shares (e.g., Class A and Class B shares of a Multiple Class Fund cannot be
exchanged for each other), except that Class C shares of AIM MONEY MARKET FUND
may be exchanged for Class A shares of another Multiple Class Fund; (b) the
dollar amount of the exchange must be at least equal to the minimum investment
applicable to the shares of the fund acquired through such exchange; (c) the
shares of the fund acquired through exchange must be qualified for sale in the
state in which the shareholder resides; (d) the exchange must be made between
accounts having identical registrations and addresses; (e) the full amount of
the purchase price for the shares being exchanged must have already been
received by the fund; (f) the account from which shares have been exchanged must
be coded as having a certified taxpayer identification number on file or, in the
alternative, an appropriate Internal Revenue Service ("IRS") Form W-8
(certificate of foreign status) or Form W-9 (certifying exempt status) must have
been received by the fund; (g) newly acquired shares (through either an initial
or subsequent investment) are held in an account for at least ten business days,
and all other shares are held in an account for at least one day, prior to the
exchange; and (h) certificates representing shares must be returned before
shares can be exchanged.
THE CURRENT PROSPECTUS OF EACH OF THE AIM FUNDS AND CURRENT INFORMATION
CONCERNING THE OPERATION OF THE EXCHANGE PRIVILEGE ARE AVAILABLE THROUGH AIM
DISTRIBUTORS OR THROUGH ANY DEALER WHO HAS EXECUTED AN APPLICABLE AGREEMENT WITH
AIM DISTRIBUTORS. BEFORE EXCHANGING SHARES, INVESTORS SHOULD REVIEW THE
PROSPECTUSES OF THE FUNDS WHOSE SHARES WILL BE ACQUIRED THROUGH EXCHANGE.
EXCHANGES OF SHARES ARE CONSIDERED TO BE SALES FOR FEDERAL AND STATE INCOME TAX
PURPOSES AND MAY RESULT IN A TAXABLE GAIN OR LOSS TO A SHAREHOLDER.
THE EXCHANGE PRIVILEGE IS NOT AN OPTION OR RIGHT TO PURCHASE SHARES BUT IS
PERMITTED UNDER THE RESPECTIVE POLICIES OF THE PARTICIPATING FUNDS, AND MAY BE
MODIFIED OR DISCONTINUED BY ANY OF SUCH FUNDS OR BY AIM DISTRIBUTORS AT ANY
TIME, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT NOTICE.
There is no fee for exchanges among the AIM Funds. A service fee of $5 per
transaction may, however, be charged by AIM Distributors on accounts of market
timing investment firms to help to defray the costs of maintaining an automated
exchange service. This service fee will be charged against the market timing
account from which shares are being exchanged.
Shares to be exchanged are redeemed at their net asset value as determined at
the close of business on the day that an exchange request in proper form
(described below) is received by AFS in its Houston, Texas office, provided that
such request is received prior to 4:00 p.m. Eastern Time. Exchange requests
received after this time will result in the redemption of shares at their net
asset value as determined at the close of business on the next business day.
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 by AIM Distributors, 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
exchang-
BF 12/95
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<PAGE> 32
ing into a fund paying daily dividends (See "Dividends, Distributions and Tax
Matters -- Dividends and Distributions," below), 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.
Shares purchased by check may not be exchanged until it is determined that the
check has cleared, which may take up to ten business days from the date that the
check is received. See "Terms and Conditions of Purchase of the AIM
Funds -- Timing of Purchase Orders."
In the event of unusual market conditions, AIM Distributors reserves the right
to reject any exchange request, if, in the judgment of AIM Distributors, the
number of requests or the total value of the shares that are the subject of the
exchange places a material burden on a fund. For example, the number of
exchanges by investment managers making market timing exchanges may be limited.
EXCHANGES BY MAIL. Investors exchanging their shares by mail should send a
written request to AFS. The request should contain the account registration and
account number, the dollar amount or number of shares to be exchanged, and the
names of the funds from which and into which the exchange is to be made. The
request should comply with all of the requirements for redemption by mail,
except those required for redemption of IRAs. See "How to Redeem Shares."
EXCHANGES BY TELEPHONE. Shareholders or their agents may request an exchange
by telephone. If a shareholder does not wish to allow telephone exchanges by any
person in his account, he should decline that option on the account application.
AIM Distributors has made arrangements with certain dealers and investment
advisory firms to accept telephone instructions to exchange shares between any
of the AIM Funds. AIM Distributors reserves the right to impose conditions on
dealers or investment advisors who make telephone exchanges of shares of the
funds, including the condition that any such dealer or investment advisor enter
into an agreement (which contains additional conditions with respect to
exchanges of shares) with AIM Distributors. To exchange shares by telephone, a
shareholder, dealer or investment advisor who has satisfied the foregoing
conditions must call AFS at the appropriate telephone number indicated under the
caption "How to Purchase Shares." If a shareholder is unable to reach AFS by
telephone, he may also request exchanges by telegraph or use overnight courier
services to expedite exchanges by mail, which will be effective on the business
day received by the applicable fund(s) as long as such request is received prior
to 4:00 p.m. Eastern Time. The Transfer Agent and AIM Distributors will not be
liable for any loss, expense or cost arising out of any telephone exchange
request that they reasonably believe 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 transaction.
EXCHANGES OF CLASS B SHARES. A contingent deferred sales charge will not be
imposed in connection with exchanges among Class B shares of Multiple Class
Funds. For purposes of determining a shareholder's holding period of Class B
shares in the calculation of the applicable contingent deferred sales charge,
the period of time during which Class B shares were held prior to an exchange
will be added to the holding period of Class B shares acquired in an exchange.
- --------------------------------------------------------------------------------
HOW TO REDEEM SHARES
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 obligation of the fund(s) named on the cover page to redeem
shares, AIM Distributors also repurchases shares. Although a contingent deferred
sales charge may be applicable to certain redemptions, as described below, there
is no redemption fee imposed when shares are redeemed or repurchased; however,
dealers may charge service fees for handling repurchase transactions.
MULTIPLE DISTRIBUTION SYSTEM. Class B shares purchased under the Multiple
Distribution System may be redeemed on any business day of a Multiple Class Fund
at the net asset value per share next determined following receipt of the
redemption order, as described under the caption "Timing and Pricing of
Redemption Orders," less the applicable contingent deferred sales charge shown
in the table below. No deferred sales charge will be imposed (i) on redemptions
of Class B shares following six years from the date such shares were purchased,
(ii) on Class B shares acquired through reinvestments of dividends and
distributions attributable to Class B shares or (iii) on amounts that represent
capital appreciation in the shareholder's account above the purchase price of
the Class B shares.
<TABLE>
<CAPTION>
YEAR CONTINGENT DEFERRED
SINCE SALES CHARGE AS
PURCHASE % OF DOLLAR AMOUNT
MADE SUBJECT TO CHARGE
---------- --------------------
<S> <C>
First...................................................... 5%
Second..................................................... 4%
Third...................................................... 3%
Fourth..................................................... 3%
Fifth...................................................... 2%
Sixth...................................................... 1%
Seventh and Following...................................... None
</TABLE>
BF 12/95
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<PAGE> 33
In determining whether a contingent deferred sales charge is applicable, it
will be assumed that a redemption is made first, of any shares held in the
shareholder's account that are not subject to such charge; second, of shares
derived from reinvestment of dividends and distributions; third, of shares held
for more than six years from the date such shares were purchased; and fourth, of
shares held less than six years from the date such shares were purchased. The
applicable sales charge will be applied against the lesser of the current market
value of shares redeemed or their original cost.
Contingent deferred sales charges on Class B shares will be waived on
redemptions (1) following the registered shareholder's (or in the case of joint
accounts, all registered joint owners') death or disability, as defined in
Section 72(m)(7) of the Code (provided AIM Distributors is notified of such
death or disability at the time of the redemption request and is provided with
satisfactory evidence of such death or disability), (2) in connection with
certain distributions from individual retirement accounts, custodial accounts
maintained pursuant to Code Section 403(b), deferred compensation plans
qualified under Code Section 457 and plans qualified under Code Section 401
(collectively, "Retirement Plans"), (3) pursuant to a Systematic Withdrawal
Plan, provided that amounts withdrawn under such plan do not exceed on an annual
basis 12% of the value of the shareholder's investment in Class B shares at the
time the shareholder elects to participate in the Systematic Withdrawal Plan,
(4) effected pursuant to the right of a Multiple Class Fund to liquidate a
shareholder's account if the aggregate net asset value of shares held in the
account is less than the designated minimum account size described in the
prospectus of such Multiple Class Fund and (5) effected by AIM of its investment
in Class B shares. Waiver category (1) above applies only to redemptions: (i)
made within one year following death or initial determination of disability and
(ii) of Class B shares held at the time of death or initial determination of
disability. Waiver category (2) above applies only to redemptions resulting
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 which does not exceed 12% annually of the participant's or
beneficiary's account value; (ii) in kind transfers of assets where the
participant or beneficiary notifies AIM Distributors of such transfer no later
than the time such transfer occurs; (iii) tax-free rollovers or transfers of
assets to another Retirement Plan invested in Class B shares of one or more
Multiple Class Funds; (iv) tax-free returns of excess contributions or returns
of excess deferral amounts; and (v) distributions upon the death or disability
(as defined in the Code) of the participant or beneficiary.
CONTINGENT DEFERRED SALES CHARGE PROGRAM FOR LARGE PURCHASES. Except for
purchases of Class B shares of a Multiple Class Fund and purchases of shares of
the No Load Funds and Lower Load Funds, a contingent deferred sales charge of 1%
applies to purchases of $1,000,000 or more that are redeemed within 18 months of
the date of purchase. For a description of the AIM Funds participating in this
program, see "Terms and Conditions of Purchase of the AIM Funds -- Sales Charges
and Dealer Concessions." This charge will be 1% of the lesser of the value of
the shares redeemed (excluding reinvested dividends and capital gain
distributions) or the total original cost of such shares. In determining whether
a contingent deferred sales charge is payable, and the amount of any such
charge, shares not subject to the contingent deferred sales charge are redeemed
first (including shares purchased by reinvested dividends and capital gains
distributions and amounts representing increases from capital appreciation), and
then other shares are redeemed in the order of purchase. No such charge will be
imposed upon exchanges unless the shares acquired by exchange are redeemed
within 18 months of the date the shares were originally purchased. For purposes
of computing this 18-month period (i) shares of any Load Fund or Class C shares
of AIM MONEY MARKET FUND which were acquired through an exchange of shares which
previously were subject to the 1% contingent deferred sales charge will be
credited with the period of time such exchanged shares were held, and (ii)
shares of any Load Fund which are subject to the 1% contingent deferred sales
charge and which were acquired through an exchange of shares of a Lower Load
Fund or a No Load Fund which previously were not subject to the 1% contingent
deferred sales charge will not be credited with the period of time such
exchanged shares were held. The charge will be waived in the following
circumstances: (1) redemptions of shares by employee benefit plans ("Plans")
qualified under Sections 401 or 457 of the Code, or Plans created under Section
403(b) of the Code and sponsored by nonprofit organizations as defined under
Section 501(c)(3) of the Code, where (a) the initial amount invested by a Plan
in one or more of the AIM Funds is at least $1,000,000, (b) the sponsor of a
Plan signs a letter of intent to invest at least $1,000,000 in one or more of
the AIM Funds, or (c) the shares being redeemed were purchased by an
employer-sponsored Plan with at least 100 eligible employees; provided, however,
that Plans created under Section 403(b) of the Code which are sponsored by
public educational institutions shall qualify under (a), (b) or (c) above on the
basis of the value of each Plan participant's aggregate investment in the AIM
Funds, and not on the aggregate investment made by the Plan or on the number of
eligible employees; (2) redemptions of shares following the registered
shareholder's (or in the case of joint accounts, all registered joint owners')
death or disability, as defined in Section 72(m)(7) of the Code; (3) redemptions
of shares purchased at net asset value by private foundations or endowment funds
where the initial amount invested was at least $1,000,000; and (4) redemptions
of shares purchased by an investor in amounts of $1,000,000 or more where such
investor's dealer of record, due to the nature of the investor's account,
notifies AIM Distributors prior to the time of investment that the dealer waives
the payments otherwise payable to the dealer as described in the third paragraph
under the caption "Terms and Conditions of Purchase of the AIM Funds -- All
Groups of AIM Funds."
REDEMPTIONS BY MAIL. Redemption requests must be in writing and sent to the
Transfer Agent. Upon receipt of a redemption request in proper form, payment
will be made as soon as practicable, but in any event will normally be made
within seven days after receipt. However, in the event of a redemption of shares
purchased by check, the investor may be required to wait up to ten business days
before the redemption proceeds are sent. See "Terms and Conditions of Purchase
of the AIM Funds -- Timing of Purchase Orders."
BF 12/95
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<PAGE> 34
Requests for redemption must include: (a) original signatures of each
registered owner exactly as the shares are registered; (b) the Fund and the
account number of shares to be redeemed; (c) share certificates, either properly
endorsed or accompanied by a duly executed stock power, for the shares to be
redeemed if such certificates have been issued and the shares are not in the
custody of the Transfer Agent; (d) signature guarantees, as described below; and
(e) any additional documents that may be required for redemption by
corporations, partnerships, trusts or other entities. The burden is on the
shareholder to inquire as to whether any additional documentation is required.
Any request not in proper form may be rejected and in such case must be renewed
in writing.
In addition to these requirements, shareholders who have invested in a fund to
establish an IRA, should include the following information along with a written
request for either partial or full liquidation of fund shares: (a) a statement
as to whether or not the shareholder has attained age 59 1/2; and (b) a
statement as to whether or not the shareholder elects to have federal income tax
withheld from the proceeds of the liquidation.
REDEMPTIONS BY TELEPHONE. Shareholders may request a redemption by telephone.
If a shareholder does not wish to allow telephone redemptions by any person in
his account, he should decline that option on the account application. The
telephone redemption feature can be used only if: (a) the redemption proceeds
are to be mailed to the address of record or wired to the pre-authorized bank
account as indicated on the account application; (b) there has been no change of
address of record on the account within the preceding 30 days; (c) the shares to
be redeemed are not in certificate form; (d) the person requesting the
redemption can provide proper identification information; and (e) the proceeds
of the redemption do not exceed $50,000. Accounts in AIM Distributors' prototype
retirement plans (such as IRA and IRA/SEP) or 403(b) plans are not eligible for
the telephone redemption option. AIM Distributors has made arrangements with
certain dealers and investment advisors to accept telephone instructions for the
redemption of shares. AIM Distributors reserves the right to impose conditions
on these dealers and investment advisors, including the condition that they
enter into agreements (which contain additional conditions with respect to the
redemption of shares) with AIM Distributors. The Transfer Agent and AIM
Distributors will not be liable for any loss, expense or cost arising out of any
telephone redemption request effected in accordance with the authorization set
forth at that item of the account application 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 transaction.
EXPEDITED REDEMPTIONS (AIM MONEY MARKET FUND ONLY). If a redemption order is
received prior to 11:30 a.m. Eastern Time, the redemption will be effective on
that day and AIM MONEY MARKET FUND will endeavor to transmit payment on that
same business day. If the redemption order is received after 11:30 a.m. and
prior to 4:00 p.m. Eastern Time, the redemption will be made at the net asset
value determined at 4:00 p.m. Eastern Time and payment will generally be
transmitted on the next business day.
REDEMPTIONS BY CHECK (AIM TAX-EXEMPT CASH FUND and Class C Shares of AIM MONEY
MARKET FUND). After completing the appropriate authorization form, shareholders
may use checks to effect redemptions from AIM TAX-EXEMPT CASH FUND and the Class
C Shares of AIM MONEY MARKET FUND. This privilege does not apply to retirement
accounts or qualified plans. Checks may be drawn in any amount of $250 or more.
Checks drawn against insufficient shares in the account, against shares held
less than ten business days, or in amounts of less than the applicable minimum
will be returned to the payee. The payee of the check may cash or deposit it in
the same way as an ordinary bank check. When a check is presented to the
Transfer Agent for payment, the Transfer Agent will cause a sufficient number of
shares of such fund to be redeemed to cover the amount of the check.
Shareholders are entitled to dividends on the shares redeemed through the day on
which the check is presented to the Transfer Agent for payment.
TIMING AND PRICING OF REDEMPTION ORDERS. Shares of the various AIM Funds are
redeemed at their net asset value next computed after a request for redemption
in proper form (including signature guarantees and other required documentation
for written redemptions) is received by the Transfer Agent, except that Class B
shares of the Multiple Class Funds, and Class A shares of the Multiple Class
Funds and shares of the other AIM Funds that are subject to the contingent
deferred sales charge program for large purchases described above, may be
subject to the imposition of deferred sales charges that will be deducted from
the redemption proceeds. See "Multiple Distribution System" and "Contingent
Deferred Sales Charge Program for Large Purchases." Orders for the redemption of
shares received in proper form by dealers prior to 4:00 p.m. Eastern Time on any
business day of an AIM Fund and either received by the Transfer Agent in its
Houston, Texas office prior to 5:00 p.m. Central Time on that day or transmitted
by dealers to the Transfer Agent through the facilities of NSCC by 7:00 p.m.
Eastern Time on that day, will be confirmed at the price determined as of the
close of that day. Orders received by dealers after 4:00 p.m. Eastern Time will
be confirmed at the price determined on the next business day of an AIM Fund. It
is the responsibility of the dealer to ensure that all orders are transmitted on
a timely basis to the Transfer Agent through the facilities of NSCC. Any
resulting loss from the dealer's failure to submit a request for redemption
within the prescribed time frame will be borne by that dealer. Telephone
redemption requests must be made by 4:00 p.m. Eastern Time on any business day
of an AIM Fund and will be confirmed at the price determined as of the close of
that day. No AIM Fund will accept requests which specify a particular date for
redemption or which specify any special conditions.
Payment of the proceeds of redeemed shares is normally mailed within seven
days following the redemption date. However, in the event of a redemption of
shares purchased by check, the investor may be required to wait up to ten
business days before the redemption proceeds are sent. See "Terms and Conditions
of Purchase of the AIM Funds -- Timing of Purchase Orders." A charge for special
BF 12/95
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<PAGE> 35
handling (such as wiring of funds or expedited delivery services) may be made by
the Transfer Agent. The right of redemption may not be suspended or the date of
payment upon redemption postponed except under unusual circumstances such as
when trading on the NYSE is restricted or suspended. Payment of the proceeds of
redemptions relating to shares for which checks sent in payment have not yet
cleared will be delayed until it is determined that the check has cleared, which
may take up to ten business days from the date that the check is received.
SIGNATURE GUARANTEES. A signature guarantee is designed to protect the
investor, the AIM Funds, AIM Distributors, and their agents by verifying the
signature of each investor seeking to redeem, transfer, or exchange shares of an
AIM Fund. Examples of when signature guarantees are required are: (1)
redemptions by mail in excess of $50,000; (2) redemptions by mail if the
proceeds are to be paid to someone other than the name(s) in which the account
is registered; (3) written redemptions requesting proceeds to be sent by wire to
other than the bank of record for the account; (4) redemptions requesting
proceeds to be sent to a new address or an address that has been changed within
the past 30 days; (5) requests to transfer the registration of shares to another
owner; (6) telephone exchange and telephone redemption authorization forms; (7)
changes in previously designated wiring instructions; and (8) written
redemptions or exchanges of shares previously reported as lost, whether or not
the redemption amount is under $50,000 or the proceeds are to be sent to the
address of record. These requirements may be waived or modified upon notice to
shareholders.
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 Securities and
Exchange Commission ("SEC"), and further provided that such guarantor
institution is listed in one of the reference guides contained in the Transfer
Agent's current Signature Guarantee Standards and Procedures, such as certain
domestic banks, credit unions, securities dealers, or securities exchanges. The
Transfer Agent will also accept signatures with either: (1) a signature
guaranteed with a medallion stamp of the STAMP Program, or (2) a signature
guaranteed with a medallion stamp of the NYSE Medallion Signature Program,
provided that in either event, the amount of the transaction involved does not
exceed the surety coverage amount indicated on the medallion. For information
regarding whether a particular institution or organization qualifies as an
"eligible guarantor institution," an investor should contact the Client Services
Department of AFS.
REINSTATEMENT PRIVILEGE (CLASS A SHARES ONLY). Within 90 days of a redemption,
a shareholder may invest all or part of the redemption proceeds in shares of the
AIM Fund from which the redemption was made at the net asset value next computed
after receipt by the Transfer Agent of the funds to be reinvested. The
shareholder must ask the Transfer Agent for such privilege at the time of
reinvestment. A realized gain on the redemption is taxable, and reinvestment
will not alter any capital gains payable. If there has been a loss on the
redemption, all of the loss may not be tax deductible, depending on the timing
and amount reinvested. Under the Code, if the redemption proceeds of fund shares
on which a sales charge was paid are reinvested in (or exchanged for) shares of
the same fund within 90 days of the payment of the sales charge, the
shareholder's basis in the fund shares redeemed may not include the amount of
the sales charge paid, thereby reducing the loss or increasing the gain
recognized from the redemption. Each AIM Fund may amend, suspend or cease
offering this privilege at any time as to shares redeemed after the date of such
amendment, suspension or cessation. This privilege may only be exercised once
each year by a shareholder with respect to each AIM Fund.
Shareholders who are assessed a contingent deferred sales charge in connection
with the redemption of Class A shares of the Multiple Class Funds or shares of
any other AIM Fund, and who subsequently reinvest a portion or all of the value
of the redeemed shares in shares of the same AIM Fund within 90 days after such
redemption may do so at net asset value if such privilege is claimed at the time
of reinvestment. Such reinvested proceeds will not be subject to either a
front-end sales charge at the time of reinvestment or an additional contingent
deferred sales charge upon subsequent redemption. In order to exercise this
reinvestment privilege, the shareholder must notify the Transfer Agent of his or
her intent to do so at the time of reinvestment. This reinvestment privilege
does not apply to Class B shares.
- --------------------------------------------------------------------------------
DETERMINATION OF NET ASSET VALUE
The net asset value per share (or share price) of each AIM Fund is determined
as of 4:00 p.m. Eastern Time (12:00 noon and 4:00 p.m. Eastern Time with respect
to AIM MONEY MARKET FUND), on each "business day" of a fund as previously
defined. In the event the NYSE closes early (i.e. before 4:00 p.m. Eastern Time)
on a particular day, the net asset value of an AIM Fund's share will be
determined as of the close of the NYSE on such day. For purposes of determining
net asset value per share, futures and options contract closing prices which are
available 15 minutes after the close of trading of the NYSE will generally be
used. The net asset value per share is calculated by subtracting a fund's
liabilities from its assets and dividing the result by the total number of fund
shares outstanding. The determination of each fund's net asset value per share
is made in accordance with generally accepted accounting principles. Among other
items, a fund's liabilities include accrued expenses and dividends payable, and
its total assets include portfolio securities valued at their market value, as
well as income accrued but not yet received. Securities for which market
quotations are not readily available are valued at fair value as determined in
good faith by or under the supervision of the fund's officers and in accordance
with methods which are specifically authorized by its governing Board of
Directors or Trustees. Short-term obligations with maturities of 60 days or
less, and the securities held by the Money Market Funds, are valued at amortized
cost as reflecting fair value. AIM MUNICIPAL BOND FUND, AIM TAX-EXEMPT BOND FUND
OF CONNECTICUT and AIM TAX-FREE INTERMEDIATE SHARES value variable rate se-
BF 12/95
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<PAGE> 36
curities that have an unconditional demand or put feature exercisable within
seven days or less at par, which reflects the market value of such securities.
Generally, trading in foreign securities, corporate bonds, U.S. Government
securities and money market instruments is substantially completed each day at
various times prior to the close of the NYSE. The values of such securities used
in computing the net asset value of an AIM Fund's shares are determined as of
such times. Foreign currency exchange rates are also generally determined prior
to the close of the NYSE. Occasionally, events affecting the values of such
securities and such exchange rates may occur between the times at which the
values of the securities are determined and the close of the NYSE which will not
be reflected in the computation of an AIM Fund's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value as determined in good faith
by or under the supervision of the Board of Directors or Trustees of the
applicable AIM Fund.
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
DIVIDENDS AND DISTRIBUTIONS
Each AIM Fund's policy regarding the payment of dividends and distributions is
set forth below.
<TABLE>
<CAPTION>
DISTRIBUTIONS DISTRIBUTIONS
OF NET OF NET
DIVIDENDS FROM REALIZED REALIZED
NET INVESTMENT SHORT-TERM LONG-TERM
FUND INCOME CAPITAL GAINS CAPITAL GAINS
- ---------------------------------------- ----------------------- --------------- ---------------
<S> <C> <C> <C>
AIM AGGRESSIVE GROWTH FUND.............. declared and paid annually annually
annually
AIM BALANCED FUND....................... declared and paid annually annually
quarterly
AIM BLUE CHIP FUND...................... declared and paid annually annually
annually
AIM CAPITAL DEVELOPMENT FUND............ declared and paid annually annually
annually
AIM CHARTER FUND........................ declared and paid annually annually
quarterly
AIM CONSTELLATION FUND.................. declared and paid annually annually
annually
AIM GLOBAL AGGRESSIVE GROWTH FUND....... declared and paid annually annually
annually
AIM GLOBAL GROWTH FUND.................. declared and paid annually annually
annually
AIM GLOBAL INCOME FUND.................. declared daily; paid annually annually
monthly
AIM GLOBAL UTILITIES FUND............... declared daily; paid annually annually
monthly
AIM GROWTH FUND......................... declared and paid annually annually
annually
AIM HIGH YIELD FUND..................... declared daily; paid annually annually
monthly
AIM INCOME FUND......................... declared daily; paid annually annually
monthly
AIM INTERMEDIATE GOVERNMENT FUND........ declared daily; paid annually annually
monthly
AIM INTERNATIONAL EQUITY FUND........... declared and paid annually annually
annually
AIM LIMITED MATURITY TREASURY SHARES.... declared daily; paid quarterly annually
monthly
AIM MONEY MARKET FUND................... declared daily; paid at least annually
monthly annually
AIM MUNICIPAL BOND FUND................. declared daily; paid annually annually
monthly
AIM TAX-EXEMPT BOND FUND OF
CONNECTICUT........................... declared daily; paid annually annually
monthly
AIM TAX-EXEMPT CASH FUND................ declared daily; paid at least annually
monthly annually
AIM TAX-FREE INTERMEDIATE SHARES........ declared daily; paid annually annually
monthly
AIM VALUE FUND.......................... declared and paid annually annually
annually
AIM WEINGARTEN FUND..................... declared and paid annually annually
annually
</TABLE>
In determining the amount of capital gains, if any, available for
distribution, net capital gains are offset against available net capital losses,
if any, carried forward from previous fiscal periods.
All dividends and distributions of an AIM Fund are automatically reinvested on
the payment date in full and fractional shares of such fund, unless the
shareholder has made an alternate election as to the method of payment.
Dividends and distributions attributable to Class A, Class B or Class C shares
are reinvested in additional shares of such Class, absent an election by a
shareholder to receive cash or to have such dividends and distributions
reinvested in Class A or Class B shares of another Multiple Class Fund, to the
extent permitted. For funds that do not declare a dividend daily, such dividends
and distributions will be reinvested at the net asset value per share determined
on the ex-dividend date. For funds that declare a dividend daily, such dividends
and distributions will be reinvested at the net asset value per share determined
on the payable date. Shareholders may elect, by written notice to the Transfer
Agent, to receive such distributions, or the dividend portion thereof, in cash,
or to invest such dividends and distributions in shares of another fund in the
AIM Funds; provided that (i) dividends and distributions attributable to Class B
shares may only be reinvested in Class B shares,
BF 12/95
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<PAGE> 37
(ii) dividends and distributions attributable to Class A shares may not be
reinvested in Class B shares, and (iii) dividends and distributions attributable
to the Class C shares of AIM MONEY MARKET FUND may not be reinvested in the
Class A shares of that Fund or in any Class B shares. Investors who have not
previously selected such a reinvestment option on the account application form
may contact the Transfer Agent at any time to obtain a form to authorize such
reinvestments in another AIM Fund. Such reinvestments into the AIM Funds are not
subject to sales charges, and shares so purchased are automatically credited to
the account of the shareholder.
Dividends on Class B shares are expected to be lower than those for Class A or
Class C shares because of higher distribution fees paid by Class B shares.
Dividends on Class A, Class B and Class C shares may also be affected by other
class-specific expenses.
Changes in the form of dividend and distribution payments may be made by the
shareholder at any time by notice to the Transfer Agent and are effective as to
any subsequent payment if such notice is received by the Transfer Agent prior to
the record date of such payment. Any dividend and distribution election remains
in effect until the Transfer Agent receives a revised written election by the
shareholder.
Any dividend or distribution paid by a fund which does not declare dividends
daily has the effect of reducing the net asset value per share on the
ex-dividend date by the amount of the dividend or distribution. Therefore, a
dividend or distribution declared shortly after a purchase of shares by an
investor would represent, in substance, a return of capital to the shareholder
with respect to such shares even though it would be subject to income taxes, as
discussed below.
TAX MATTERS
Each AIM Fund has qualified and intends to qualify for treatment as a
regulated investment company under Subchapter M of the Code. As long as a fund
qualifies for this tax treatment, it is not subject to federal income taxes on
net investment income and capital gains that are distributed to shareholders.
Each fund, for purposes of determining taxable income, distribution requirements
and other requirements of Subchapter M, is treated as a separate corporation.
Therefore, no fund may offset its gains against another fund's losses and each
fund must individually comply with all of the provisions of the Code which are
applicable to its operations.
TAX TREATMENT OF DISTRIBUTIONS -- GENERAL. Because each AIM Fund intends to
distribute substantially all of its net investment income and net realized
capital gains to its shareholders, it is not expected that any such fund will be
required to pay any federal income tax. Each AIM Fund also intends to meet the
distribution requirements of the Code to avoid the imposition of a
non-deductible 4% excise tax calculated as a percentage of certain undistributed
amounts of taxable ordinary income and capital gain net income. Nevertheless,
shareholders normally are subject to federal income taxes, and any applicable
state and local income taxes, on the dividends and distributions received by
them from a fund whether in the form of cash or additional shares of a fund,
except for tax-exempt dividends paid by AIM MUNICIPAL BOND FUND, AIM TAX-EXEMPT
BOND FUND OF CONNECTICUT, AIM TAX-EXEMPT CASH FUND, and AIM TAX-FREE
INTERMEDIATE SHARES (the "Tax-Exempt Funds") which are exempt from federal tax.
Dividends paid by a fund (other than capital gain distributions) may qualify for
the federal 70% dividends received deduction for corporate shareholders to the
extent of the qualifying dividends received by the fund on domestic common or
preferred stock. It is not likely that dividends received from AIM GLOBAL
AGGRESSIVE GROWTH FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL INCOME FUND, AIM HIGH
YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL
EQUITY FUND, AIM LIMITED MATURITY TREASURY SHARES, AIM MONEY MARKET FUND, AIM
MUNICIPAL BOND FUND, AIM TAX-EXEMPT BOND FUND OF CONNECTICUT, AIM TAX-EXEMPT
CASH FUND or AIM TAX-FREE INTERMEDIATE SHARES will qualify for this dividends
received deduction. Shortly after the end of each year, shareholders will
receive information regarding the amount and federal income tax treatment of all
distributions paid during the year. No gain or loss will be recognized by
shareholders upon the automatic conversion of Class B shares of a Multiple Class
Fund into Class A shares of such Fund.
For each redemption of a fund's shares by a non-exempt shareholder, the fund
or the securities dealer effecting the transaction is required to file an
information return with the IRS.
TO AVOID BEING SUBJECT TO FEDERAL INCOME TAX WITHHOLDING AT THE RATE OF 31% ON
DIVIDENDS, DISTRIBUTIONS AND REDEMPTION PAYMENTS, SHAREHOLDERS OF A FUND MUST
FURNISH THE FUND WITH THEIR TAXPAYER IDENTIFICATION NUMBER AND CERTIFY UNDER
PENALTIES OF PERJURY THAT THE NUMBER PROVIDED IS CORRECT AND THAT THEY ARE NOT
SUBJECT TO BACKUP WITHHOLDING FOR ANY REASON.
Under existing provisions of the Code, nonresident alien individuals, foreign
partnerships and foreign corporations may be subject to federal income tax
withholding at a 30% rate on income dividends and distributions (other than
exempt-interest dividends and capital gain dividends) and return of capital
distributions. Under applicable treaty law, residents of treaty countries may
qualify for a reduced rate of withholding or a withholding exemption.
DISTRIBUTIONS MAY BE SUBJECT TO TREATMENT UNDER FOREIGN, STATE OR LOCAL TAX
LAWS THAT DIFFERS FROM THE FEDERAL INCOME TAX CONSEQUENCES DISCUSSED HEREIN.
ADDITIONAL INFORMATION ABOUT TAXES IS SET FORTH IN THE STATEMENT OF ADDITIONAL
INFORMATION.
TAX-EXEMPT FUNDS -- SPECIAL TAX INFORMATION. Shareholders will not be required
to include the "exempt-interest" portion of dividends paid by the Tax-Exempt
Funds in their gross income for federal income tax purposes. However,
shareholders will be re-
BF 12/95
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<PAGE> 38
quired to report the receipt of exempt-interest dividends and other tax-exempt
interest on their federal income tax returns. Moreover, exempt-interest
dividends from the Tax-Exempt Funds may be subject to state income taxes, may
give rise to a federal alternative minimum tax liability, may affect the amount
of social security benefits subject to federal income tax, may affect the
deductibility of interest on certain indebtedness of the shareholder, and may
have other collateral federal income tax consequences. The Tax-Exempt Funds may
invest in Municipal Securities the interest on which will constitute an item of
tax preference and which therefore could give rise to a federal alternative
minimum tax liability for shareholders, and may invest up to 20% of their net
assets in such securities and other taxable securities. For additional
information concerning the alternative minimum tax and certain collateral tax
consequences of the receipt of exempt-interest dividends, see the Statements of
Additional Information applicable to the Tax-Exempt Funds.
The Tax-Exempt Funds may pay dividends to shareholders which are taxable, but
will endeavor to avoid investments which would result in taxable dividends. The
percentage of dividends which constitute exempt-interest dividends, and the
percentage thereof (if any) which constitute an item of tax preference, will be
determined annually. This percentage may differ from the actual percentages for
any particular day.
To the extent that dividends are derived from taxable investments or net
realized short-term capital gains, they will constitute ordinary income for
federal income tax purposes, whether received in cash or additional shares.
Distributions of net long-term capital gains will be taxable as long-term
capital gains, whether received in cash or additional shares, and regardless of
the length of time a particular shareholder may have held his shares.
From time to time, proposals have been introduced before Congress that would
have the effect of reducing or eliminating the federal tax exemption on
Municipal Securities. If such a proposal were enacted, the ability of the
Tax-Exempt Funds to pay exempt-interest dividends might be adversely affected.
AIM INTERMEDIATE GOVERNMENT FUND and AIM LIMITED MATURITY TREASURY
SHARES -- SPECIAL TAX INFORMATION. Certain states exempt from state income taxes
dividends paid by mutual funds out of interest on U.S. Treasury and certain
other U.S. Government obligations, and investors should consult with their own
tax advisors concerning the availability of such exemption.
AIM INTERNATIONAL EQUITY FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL
GROWTH FUND, AIM GLOBAL INCOME FUND AND AIM GLOBAL UTILITIES FUND -- SPECIAL TAX
INFORMATION. For taxable years in which it is eligible to do so, each of these
funds may elect to pass through to shareholders credits for foreign taxes paid.
If the fund makes such an election, a shareholder who receives a distribution
(1) will be required to include in gross income his proportionate share of
foreign taxes allocable to the distribution and (2) may claim a credit or
deduction for such share for his taxable year in which the distribution is
received, subject to the general limitations imposed on the allowance of foreign
tax credits and deductions. Shareholders should also note that certain gains or
losses attributable to fluctuations in exchange rates or foreign currency
forward contracts may increase or decrease the amount of income of the fund
available for distribution to shareholders, and should note that if such losses
exceed other income during a taxable year, the fund would not be able to pay
ordinary income dividends.
- --------------------------------------------------------------------------------
GENERAL INFORMATION
CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts 02110, serves as custodian for the
portfolio securities and cash of the AIM Funds other than AIM MUNICIPAL BOND
FUND and AIM LIMITED MATURITY TREASURY SHARES, for which The Bank of New York,
110 Washington Street, New York, New York 10286, serves as custodian. Texas
Commerce Bank National Association, P.O. Box 2558, Houston, Texas 77252-8084,
serves as Sub-Custodian for retail purchases of the AIM Funds.
A I M Fund Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739, a
wholly-owned subsidiary of AIM, serves as each AIM Fund's transfer agent and
dividend payment agent.
LEGAL COUNSEL. The law firm of Ballard Spahr Andrews & Ingersoll,
Philadelphia, Pennsylvania, serves as counsel to the AIM Funds and has passed
upon the legality of the shares offered pursuant to this Prospectus.
SHAREHOLDER INQUIRIES. Shareholder inquiries concerning their accounts should
be directed to an A I M Fund Services, Inc. Client Services Representative by
calling (713) 626-1919 (extension 5224) (in Houston), or toll-free at (800)
959-4246 (elsewhere). The Transfer Agent may impose certain copying charges for
requests for copies of shareholder account statements and other historical
account information older than the current year and the immediately preceding
year.
OTHER INFORMATION. This Prospectus sets forth basic information that investors
should know about the fund(s) named on the cover page prior to investing.
Recipients of this Prospectus will be provided with a copy of the annual report
of the fund(s) to which this Prospectus relates, upon request and without
charge. A Statement of Additional Information has been filed with the SEC and is
available upon request and without charge, by writing or calling AIM
Distributors. This Prospectus omits certain information contained in the
registration statement filed with the SEC. Copies of the registration statement,
including items omitted from this Prospectus, may be obtained from the SEC by
paying the charges prescribed under its rules and regulations.
BF 12/95
A-18
<PAGE> 39
APPLICATION INSTRUCTIONS
SOCIAL SECURITY OR TAXPAYER ID NUMBER. Investors should make sure that the
social security number or taxpayer identification number ("TIN") which appears
in Section 1 of the Application complies with the following guidelines:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GIVE SOCIAL SECURITY GIVE TAXPAYER I.D.
ACCOUNT TYPE NUMBER OF: ACCOUNT TYPE NUMBER OF:
Individual Individual Trust, Estate, Pension Trust, Estate, Pension
Plan Trust Plan Trust and not
personal TIN of fiduciary
Joint Individual First individual listed in the
"Account Registration" portion
of the Application
Unif. Gifts to Minor Corporation, Partnership, Corporation, Partnership,
Minors/Unif. Transfers Other Organization Other Organization
to Minors
Legal Guardian Ward, Minor or
Incompetent
Sole Proprietor Owner of Business Broker/Nominee Broker/Nominee
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Applications without a certified TIN will not be accepted unless the applicant
is a nonresident alien, foreign corporation or foreign partnership and has
attached a completed IRS Form W-8.
BACKUP WITHHOLDING. Each AIM Fund, and other payers, must, according to IRS
regulations, withhold 31% of redemption payments and reportable dividends
(whether paid or accrued) in the case of any shareholder who fails to provide
the Fund with a TIN and a certification that he is not subject to backup
withholding.
An investor is subject to backup withholding if:
(1) the investor fails to furnish a correct TIN to the Fund, or
(2) the IRS notifies the Fund that the investor furnished an incorrect TIN, or
(3) the investor is notified by the IRS that the investor is subject to backup
withholding because the investor failed to report all of the interest and
dividends on such investor's tax return (for reportable interest and
dividends only), or
(4) the investor fails to certify to the Fund that the investor is not subject
to backup withholding under (3) above (for reportable interest and
dividend accounts opened after 1983 only), or
(5) the investor does not certify his TIN. This applies only to reportable
interest, dividend, broker or barter exchange accounts opened after 1983,
or broker accounts considered inactive during 1983.
Except as explained in (5) above, other reportable payments are subject to
backup withholding only if (1) or (2) above applies.
Certain payees and payments are exempt from backup withholding and information
reporting and such entities should check the box "Exempt from Backup
Withholding" on the Application. A complete listing of such exempt entities
appears in the Instructions accompanying Form W-9 (which can be obtained from
the IRS) and includes, among others, the following:
o a corporation
o an organization exempt from tax under Section 501(a), an individual retirement
plan (IRA), or a custodial account under Section 403(b)(7)
o the United States or any of its agencies or instrumentalities
o a state, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities
o a foreign government or any of its political subdivisions, agencies or
instrumentalities
o an international organization or any of its agencies or instrumentalities
o a foreign central bank of issue
o a dealer in securities or commodities required to register in the U.S. or a
possession of the U.S.
o a futures commission merchant registered with the Commodity Futures Trading
Commission
o a real estate investment trust
o an entity registered at all times during the tax year under the Investment
Company Act of 1940
o a common trust fund operated by a bank under Section 584(a)
o a financial institution
o a middleman known in the investment community as a nominee or listed in the
most recent publication of the American Society of Corporate Secretaries,
Inc., Nominee List
o a trust exempt from tax under Section 664 or described in Section 4947
Investors should contact the IRS if they have any questions concerning
entitlement to an exemption from backup withholding.
NOTE: Section references are to sections of the Code.
IRS PENALTIES -- Investors who do not supply the AIM Funds with a correct TIN
will be subject to a $50 penalty imposed by the IRS unless such failure is due
to reasonable cause and not willful neglect. If an investor falsifies
information on this form or makes any other false statement resulting in no
backup withholding on an account which should be subject to backup withholding,
such investor may be subject to a $500 penalty imposed by the IRS and to certain
criminal penalties including fines and/or imprisonment.
BF 12/95
B-1
<PAGE> 40
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
remains in effect for three calendar years beginning with the calendar year in
which it is received by the Fund. Such shareholders may, however, be subject to
appropriate withholding as described in the Prospectus under "Dividends,
Distributions and Tax Matters."
SPECIAL INFORMATION REGARDING TELEPHONE EXCHANGE PRIVILEGE. By signing the new
Account Application form, an investor appoints the Transfer Agent as his true
and lawful attorney to surrender for redemption any and all unissued shares held
by the Transfer Agent 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. The
Transfer Agent 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 the Transfer Agent 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 transaction. The Transfer Agent
reserves the right to cease to act as agent subject to this appointment, and AIM
Distributors reserves the right to modify or terminate the telephone exchange
privilege at any time without notice.
SPECIAL INFORMATION REGARDING TELEPHONE REDEMPTION PRIVILEGE. By signing the
new Account Application form, an investor appoints the Transfer Agent as his
true and lawful attorney to surrender for redemption any and all unissued shares
held by the Transfer Agent in the designated account(s), present or future, with
full power of substitution in the premises. The Transfer Agent and AIM
Distributors are thereby authorized and directed to accept and act upon any
telephone redemptions of shares held in any of the account(s) listed, from any
person who requests the redemption. An investor acknowledges by signing the form
that he understands and agrees that the Transfer Agent and AIM Distributors may
not be liable for any loss, expense or cost arising out of any telephone
redemption requests effected in accordance with the authorization set forth in
these instructions if they reasonably believe such request to be genuine, but
may in certain cases be liable for losses due to unauthorized or fraudulent
transactions. Procedures for verification of telephone transactions may include
recordings of telephone transactions (maintained for six months), requests for
confirmation of the shareholder's Social Security Number and current address,
and mailings of confirmations promptly after the transactions. The Transfer
Agent reserves the right to cease to act as agent subject to this appointment,
and AIM Distributors reserves the right to modify or terminate the telephone
redemption privilege at any time without notice. An investor may elect not to
have this privilege by marking the appropriate box on the application. Then any
exchanges must be effected in writing by the investor (see the applicable Fund's
prospectus under the caption "Exchange Privilege -- Exchanges by Mail").
BF 12/95
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<PAGE> 41
[AIM LOGO APPEARS HERE]
THE AIM FAMILY OF FUNDS(R)
Investment Advisor
A I M Advisors, Inc.
11 Greenway Plaza, Suite 1919
Houston, TX 77046-1173
Principal Underwriter
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, TX 77046-1173
Transfer Agent
A I M Fund Services, Inc.
P.O. Box 4739
Houston, TX 77210-4739
Custodian
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Independent Accountants
KPMG Peat Marwick LLP
700 Louisiana
NationsBank Building
Houston, TX 77002
For more complete information about any other Fund in The AIM Family of
Funds(R), including charges and expenses, please call (713) 626-1919, Extension
5001 (in Houston) or (800) 347-4246 (elsewhere) or write to the address shown
above and request a free prospectus. Please read the prospectus carefully
before you invest or send money.
<PAGE> 42
[AIM LOGO APPEARS HERE]
THE AIM FAMILY OF FUNDS(R)
RETAIL CLASS OF AIM EQUITY FUNDS, INC.
AIM CAPITAL DEVELOPMENT FUND
(Growth)
PROSPECTUS
April 1, 1996
This Prospectus contains information about the AIM CAPITAL DEVELOPMENT
FUND ("CAPITAL DEVELOPMENT" or the "FUND"), one of six separate
investment portfolios comprising series of AIM Equity Funds, Inc. (the
"Company"), an open-end, series, management investment company.
The Fund is a diversified portfolio with an investment objective of
long-term capital appreciation. The Fund seeks to achieve its
investment objective by investing primarily in common stocks,
convertible securities and bonds.
This Prospectus sets forth concisely the information about the Fund
that prospective investors should know before investing. It should be
read and retained for future reference. A Statement of Additional
Information dated April 1, 1996 has been filed with the Securities and
Exchange Commission and is incorporated herein by reference. The
Statement of Additional Information is available without charge upon
written request to the Company at 11 Greenway Plaza, Suite 1919,
Houston, Texas 77046-1173.
THE FUND'S SHARES ARE NOT DEPOSITS OR OBLIGATIONS OF, OR GUARANTEED OR
ENDORSED BY, ANY BANK, AND THE FUND'S SHARES ARE NOT FEDERALLY INSURED
OR GUARANTEED BY THE U.S. GOVERNMENT, THE FEDERAL DEPOSIT INSURANCE
CORPORATION, THE FEDERAL RESERVE BOARD OR ANY OTHER AGENCY. SHARES OF
THE FUND INVOLVE INVESTMENT RISKS, INCLUDING THE POSSIBLE LOSS OF
PRINCIPAL.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
<PAGE> 43
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------------
TABLE OF CONTENTS
Page Page
---- ----
<S> <C> <C> <C>
SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . 2 How to Purchase Shares . . . . . . . . . . . . . . . A-1
THE FUND . . . . . . . . . . . . . . . . . . . . . . . . 4 Terms and Conditions of Purchase
of the AIM Funds . . . . . . . . . . . . . . . . A-2
Table of Fees and Expenses . . . . . . . . . . . . . 4
Special Plans . . . . . . . . . . . . . . . . . . . . A-8
Financial Highlights . . . . . . . . . . . . . . . . 5
Exchange Privilege . . . . . . . . . . . . . . . . . A-10
Performance . . . . . . . . . . . . . . . . . . . . . 7
How to Redeem Shares . . . . . . . . . . . . . . . . A-12
Investment Program . . . . . . . . . . . . . . . . . 7
Determination of Net
Management . . . . . . . . . . . . . . . . . . . . . 12 Asset Value . . . . . . . . . . . . . . . . . . A-15
Organization of the Company . . . . . . . . . . . . . 14 Dividends, Distributions
and Tax Matters . . . . . . . . . . . . . . . . A-16
INVESTOR'S GUIDE TO THE AIM
FAMILY OF FUNDS(R) . . . . . . . . . . . . . . . A-1 General Information . . . . . . . . . . . . . . . . . A-18
Introduction to The AIM APPLICATION INSTRUCTIONS . . . . . . . . . . . . . . . . B-1
Family of Funds . . . . . . . . . . . . . . . . A-1
</TABLE>
SUMMARY
- --------------------------------------------------------------------------------
THE FUND
AIM Equity Funds, Inc. (the "Company") is a Maryland corporation
organized as an open-end, diversified, series, management investment company.
Currently, the Company offers six series comprising six separate investment
portfolios, each of which pursues unique investment objectives. This Prospectus
relates only to CAPITAL DEVELOPMENT. The Fund's investment objective is
long-term capital appreciation. The Fund seeks to achieve its investment
objective by investing primarily in common stocks, convertible securities and
bonds. There is no assurance that the investment objective of the Fund will be
achieved. For more complete information on the Fund's investment policies, see
"Investment Program."
The Company also offers other classes of shares in five other
investment portfolios, AIM AGGRESSIVE GROWTH FUND ("Aggressive Growth"), AIM
BLUE CHIP FUND ("Blue Chip"), AIM CHARTER FUND ("Charter"), AIM CONSTELLATION
FUND ("Constellation") and AIM WEINGARTEN FUND ("Weingarten"), each of which
pursues unique investment objectives. All such other Funds (except AIM
Aggressive Growth Fund and AIM Blue Chip Fund) offer multiple classes of shares
to different types of investors. The shares of the other Funds of the Company
have different sales charges and expenses, which may affect performance. To
obtain information about
2
<PAGE> 44
AGGRESSIVE GROWTH, BLUE CHIP, CHARTER, CONSTELLATION or WEINGARTEN call
(800) 347-4246. See "General Information."
The assets of each Fund are invested in a separate portfolio. Each
class of a Fund shares a common investment objective and portfolio of
investments. The income from the investment portfolio of a Fund is allocated
to each class of the Fund based on the net assets of such class as of the close
of business on the previous business day, as adjusted for the current day's
shareholder activity. Each class bears proportionately those expenses, such as
the advisory fee, that are allocated to the Fund as a whole and bears
separately certain expenses, such as those associated with the distribution of
the shares of such class. Consequently, the amounts available for payment of
dividends and the net asset value per share of each class will vary. See
"General Information."
THE ADVISOR. A I M Advisors, Inc. ("AIM") serves as the Fund's
investment advisor pursuant to a Master Advisory Agreement dated as of October
18, 1993, as amended (the "Master Advisory Agreement"). AIM or its affiliates
acts as manager or advisor to 41 investment company portfolios. As of December
1, 1995, the total assets of the investment company portfolios advised or
managed by AIM or its affiliates were approximately $41.2 billion. Under the
Master Advisory Agreement, AIM receives a fee for its services based on the
Fund's average daily net assets. Under a Master Administrative Services
Agreement dated as of October 18, 1993, as amended (the "Master Administrative
Services Agreement") between the Company and AIM, AIM may receive reimbursement
of its costs to perform certain accounting and other administrative services to
the Fund. Under a Transfer Agency and Service Agreement, as amended, A I M Fund
Services, Inc. ("AFS"), AIM's wholly-owned subsidiary and a registered transfer
agent, receives a fee for its provision of transfer agency, dividend
distribution and disbursement, and shareholder services to the Fund.
The total advisory fees paid by the Fund is higher than those paid by
many other investment companies of all sizes and investment objectives.
PURCHASING SHARES. Class A shares of the Fund are offered by this
Prospectus at net asset value plus a sales charge of 5.50% of the public
offering price (5.82% of the net amount invested). The sales charge is reduced
on purchases of $25,000 or more. Initial investments must be at least $500 and
additional investments must be at least $50. The minimum initial investment is
modified for investments through tax-qualified retirement plans and accounts
initially established with an Automatic Investment Plan. The distributor of
the Fund's shares is A I M Distributors, Inc. ("AIM Distributors"), P.O. Box
4739, Houston, Texas 77210-4339, a wholly-owned subsidiary of AIM. See "How to
Purchase Shares" and "Special Plans."
EXCHANGE PRIVILEGE. The Fund is among those mutual funds distributed
by AIM Distributors (collectively, "The AIM Family of Funds(R)"). Shares of
the Fund may be exchanged for shares of other funds in The AIM Family of
Funds(R) in the manner and subject to the policies and charges set forth
herein. See "Exchange Privilege."
REDEEMING SHARES. Shareholders may redeem all or a portion of their
shares at their net asset value on any business day, generally without charge.
A contingent deferred sales charge of 1.00% may apply to certain redemptions
where a purchase of more than $1 million is made at net asset value. See "How
to Redeem Shares."
DISTRIBUTIONS. The Fund currently declares and pays dividends from
net investment income, if any, on an annual basis. The Fund makes
distributions of realized capital gains, if any, on an annual basis. Dividends
and distributions of the Fund may be reinvested at net asset value without
payment of a sales charge in the Fund's shares or may be invested in shares of
the other funds in The AIM Family of Funds(R). See "Dividends, Distributions
and Tax Matters" and "Special Plans."
The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the
AIM logo), AIM and Design, AIM, AIM LINK and AIM Institutional Funds are
registered service marks of A I M Management Group Inc.
3
<PAGE> 45
THE FUND
- --------------------------------------------------------------------------------
The Company was organized in 1988 as a Maryland corporation, and is
registered with the Securities and Exchange Commission (the "Commission") as a
diversified, open-end, series management investment company. The Fund is a
series of the Company comprising a separate investment portfolio that commenced
business operations on March 29, 1996. On that date, the Fund acquired the
investment portfolio of Baird Capital Development Fund, Inc. (the "BCD Fund"), a
registered, diversified, management investment company, in a transaction
involving a reorganization of the BCD Fund (the "Reorganization").
TABLE OF FEES AND EXPENSES
The following table is designed to help an investor in the Fund
understand the various costs that an investor will bear, both directly and
indirectly. Since the Fund has not completed a full-year of operations, the
annual fund operating expenses set forth in the table are estimated amounts for
the current fiscal year and are based upon the assumption that the value of the
assets acquired by the Fund at the closing of the Reorganization is the same as
the net asset value of the BCD Fund on September 30, 1995.
<TABLE>
<S> <C>
Shareholder Transaction (Retail Class)
Maximum sales load imposed on purchase of shares
(as a percentage of offering price) . . . . . . . . . . . . . . . . . . . . 5.50%(1)
Maximum sales load imposed on reinvested dividends and distributions . . . . . None
Deferred sales load(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Redemption fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Exchange fee(3). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . None
Annual Fund Operating Expenses (Retail Class) (as a percentage of average net assets)
Management fee(4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .68%
Distribution plan payments(5) . . . . . . . . . . . . . . . . . . . . . . . . . .35%
Administration fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .06%
All other expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .25%
-----
Total fund operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . 1.34%
=====
</TABLE>
____________________
(1) The rules of the Commission require the maximum sales charge to be reflected
in the table even though certain investors may qualify for reduced sales
charges. See the discussion of "Terms and Conditions of Purchase of the AIM
Funds - Sales Charges and Dealer Concessions" below for more information
about applicable sales charges.
(2) Purchases of $1 million or more are not subject to an initial sales charge.
However, a contingent deferred sales charge of 1% applies to certain
redemptions made within 18 months after such purchases were made. See the
Investor's Guide, under the caption "How to Redeem Shares -- Contingent
Deferred Sales Charge Program for Large Purchases."
4
<PAGE> 46
(3) No fee is charged for exchanges among The AIM Family of Funds(R); however, a
$5 service fee will be charged for exchanges by market timers.
(4) AIM has agreed to waive fees for two years to the extent necessary to keep
the expense ratio at 1.34%. Without such waiver, the Management fee would
be .75% per annum.
(5) As a result of 12b-1 fees, a long-term shareholder may pay more than the
economic equivalent of the maximum front-end sales charges permitted by the
rules of the National Association of Securities Dealers, Inc. Given the
Rule 12b-1 fee of the Fund, however, it is estimated that it would take a
substantial number of years for a shareholder to exceed such maximum
front-end sales charges.
EXAMPLES. An investor would pay the following expenses on a $1,000 investment,
assuming (a) a 5% annual return and (b) redemption at the end of each time
period:
<TABLE>
<S> <C>
1 year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 68
3 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 95
5 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 124
10 years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 207
</TABLE>
The above examples assume payment of a sales charge at the time of
purchase; actual expenses may vary for purchases of $1 million or more, which
are made at net asset value and subject to a contingent deferred sales charge
for 18 months following purchase.
The above example is based upon estimated expenses for the current
fiscal year and should not be considered representative of actual or future
expenses, which may be greater or less than those shown. In addition, while
the example assumes a 5% annual return, actual performance will vary and may
result in an actual return that is greater or less than 5%. The example
assumes reinvestment of all dividends and distributions and that the percentage
amounts for total fund operating expenses remain the same for each year.
- --------------------------------------------------------------------------------
FINANCIAL HIGHLIGHTS
On March 29, 1996, the Fund acquired the investment portfolio of the
BCD Fund in connection with the Reorganization. Capital Development commenced
its business operations on that same date. All historical financial
information contained in this prospectus for periods prior to March 29, 1996
relating to Capital Development is that of the BCD Fund.
5
<PAGE> 47
<TABLE>
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED YEAR ENDED
9/30/95 9/30/94 9/30/93 9/30/92 9/30/91 9/30/90 9/30/89
------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
Net Asset Value, Beginning of
Period . . . . . . . . . . . $23.54 $23.27 $21.67 $21.35 $15.38 $19.16 $14.81
Income from Investment
Operations:
Net Investment Income
(Loss) . . . . . . . . . 0.07 0.04 0.04 0.11 0.13 0.19 0.14
Net Gains (Losses) on
Securities (both realized
and unrealized)(1). . . . 3.78 0.80 3.54 2.17 6.77 (3.86) 4.21
------ ------ ------ ------ ------ ------ ------
Total from Investment
Operations . . . . . 3.85 0.84 3.58 2.28 6.90 (3.67) 4.35
Less Distributions:
Dividends from net
investment income . . . . (0.02) (0.04) (0.08) (0.10) (0.20) (0.11) --
Distributions from net
realized gains . . . . . (1.12) (0.53) (1.90) (1.86) (0.73) -- --
------ ------ ------ ------ ------ ------ ------
Total Distributions . . (1.14) (0.57) (1.98) (1.96) (0.93) (0.11) --
------ ------ ------ ------ ------ ------ ------
Net Asset Value, End of
Period . . . . . . . . . . . $26.25 $23.54 $23.27 $21.67 $21.35 $15.38 $19.16
====== ====== ====== ====== ====== ====== ======
Total Return(2) . . . . . . . . 17.2% 3.7% 17.9% 11.6% 47.8% (19.3%) 29.4%
Ratios/Supplemental Data:
Net Assets, End of
Period(3) . . . . . . . . . 58,646 53,807 52,169 38,236 26,713 18,454 21,372
Ratio of Expenses to Average
Net Assets(4) . . . . . . . 1.3% 1.4% 1.4% 1.6% 1.7% 1.7% 1.7%
Ratio of Net Investment Income
(Loss) to Average Net
Assets . . . . . . . . . . . 0.3% 0.2% 0.2% 0.5% 0.7% 1.1% 0.3%
Portfolio Turnover Rate . . . 20.4% 29.5% 25.2% 47.7% 64.1% 63.8% 50.5%
<CAPTION>
YEAR ENDED YEAR ENDED YEAR ENDED
9/30/88 9/30/87 9/30/86
------- ------- -------
<S> <C> <C> <C>
Net Asset Value, Beginning of
Period . . . . . . . . . . . $18.50 $15.44 $13.33
Income from Investment
Operations:
Net Investment Income
(Loss) . . . . . . . . . (0.03) (0.04) (0.12)
Net Gains (Losses) on
Securities (both realized
and unrealized)(1). . . . (2.54) 3.19 4.28
------ ------ ------
Total from Investment
Operations . . . . . (2.57) 3.15 4.16
Less Distributions:
Dividends from net
investment income . . . . -- -- --
Distributions from net
realized gains . . . . . (1.12) (0.09) (2.05)
------ ------ ------
Total Distributions . . (1.12) (0.09) (2.05)
------ ------ ------
Net Asset Value, End of
Period . . . . . . . . . . . $14.81 $18.50 $15.44
====== ====== ======
Total Return(2) . . . . . . . . (12.8%) 20.6% 35.8%
Ratios/Supplemental Data:
Net Assets, End of
Period(3) . . . . . . . . . 18,868 23,052 10,233
Ratio of Expenses to Average
Net Assets(4) . . . . . . . 2.3% 2.5% 2.1%
Ratio of Net Investment Income
(Loss) to Average Net
Assets . . . . . . . . . . . (0.6%) (0.4%) (0.5%)
Portfolio Turnover Rate . . . 55.6% 80.1% 41.9%
</TABLE>
(1) On a per share basis this amount may not agree with the net realized
and unrealized gains (losses) experienced on the portfolio securities
for the period because of the timing of sales and repurchases of the
Fund's shares in relation to fluctuating market values of the
portfolio.
(2) Total return does not include sales load.
(3) Numbers in thousands.
(4) Includes a maximum 1% distribution fee through December 12, 1985, a
maximum .75% distribution fee from June 21, 1986 through September 30,
1988 and a maximum .45% distribution fee beginning October 1, 1988.
6
<PAGE> 48
- --------------------------------------------------------------------------------
PERFORMANCE
The Fund's performance may be quoted in advertising in terms of yield
or total return. All advertisements of the Fund will disclose the maximum
sales charge imposed on purchases of the Fund's shares. If any advertised
performance data does not reflect the maximum sales charge, if any, such
advertisement will disclose that the sales charge has not been deducted in
computing the performance data, and that, if reflected, the maximum sales
charge would reduce the performance quoted. See the Statement of Additional
Information for further details concerning performance comparisons used in
advertisements by the Fund.
Total return shows the overall value, including changes in share price
and assuming all the dividends and capital gain distributions are reinvested
and that all charges and expenses are deducted. A cumulative total return
reflects the Fund's performance over a stated period of time. An average
annual total return reflects the hypothetical annually compounded return that
would have produced the same cumulative total return if the Fund's performance
had been constant over the entire period. BECAUSE AVERAGE ANNUAL RETURNS TEND
TO EVEN OUT VARIATIONS IN THE FUND'S RETURN, INVESTORS SHOULD RECOGNIZE THAT
SUCH RETURNS ARE NOT THE SAME AS ACTUAL YEAR-BY-YEAR RESULTS. To illustrate
the components of overall performance, the Fund may separate its cumulative and
average annual returns into income results and capital gain or loss.
Yield is computed in accordance with a standardized formula described
in the Statement of Additional Information and can be expected to fluctuate
from time to time and is not necessarily indicative of future results.
Accordingly, yield information may not provide a basis for comparison with
investments which pay a fixed rate of interest for a stated period of time.
Yield is a function of the type and quality of investments, the maturity and
the operating expense ratio of the Fund.
From time to time and in its discretion, AIM may waive all or a
portion of its advisory fees and/or assume certain expenses of the Fund. Such
a practice will have the effect of increasing the Fund's total return. The
performance will vary from time to time and past results are not necessarily
indicative of future results. Performance is a function of AIM's portfolio
management in selecting the type and quality of portfolio securities and is
affected by operating expenses of the Fund and market conditions. A
shareholder's investment is not insured or guaranteed. These factors should be
carefully considered by the investor before making an investment.
- --------------------------------------------------------------------------------
INVESTMENT PROGRAM
The Company has six series, each of which is a separate investment
portfolio -- AGGRESSIVE GROWTH, BLUE CHIP, CAPITAL DEVELOPMENT, CHARTER,
CONSTELLATION AND WEINGARTEN. AGGRESSIVE GROWTH, BLUE CHIP, CHARTER,
CONSTELLATION and WEINGARTEN are offered to investors pursuant to separate
prospectuses.
The Fund may invest, for temporary or defensive purposes, all or a
substantial portion of its assets in investment grade (high quality) corporate
bonds, commercial paper or United States Government obligations. In addition,
a portion of the Fund's assets may be held, from time to time, in cash,
repurchase agreements or other debt securities, when such positions are deemed
advisable in light of economic or market conditions.
The investment objective of the Fund is long-term capital
appreciation. Production of income is incidental to this objective. The
Fund's principal investments are in common stocks, convertible securities and
bonds. There can, of course, be no assurance that the Fund will in fact
achieve its objective since all investments are inherently subject to market
risks.
7
<PAGE> 49
The Fund will invest primarily in securities of small and medium-sized
companies. Among factors that AIM may consider when selecting investments in
companies for the Fund are (i) the growth prospects for a company's products,
(ii) the economic outlook for its industry, (iii) a company's new product
development, (iv) its operating management capabilities, (v) the relationship
between the price of the security and its estimated fundamental value, (vi)
relevant market, economic and political environments and (vii) financial
characteristics such as balance sheet analysis and return on assets. The Fund
may invest in issuers making initial public offerings of their securities if
AIM determines that the issuer has good prospects for growth.
The Fund may invest up to 25% of its net assets in the securities of
issuers domiciled in foreign countries and engage in the purchase and sale of
put and call options in an amount of up 25% of its net assets. For the risk
involved in investing in foreign securities, see "Risk Factors Regarding
Foreign Securities" below. The Fund may also invest up to 10% of its total
assets in securities of other registered investment companies.
The investment objective of the Fund is a fundamental policy of the
Fund and cannot be changed without the consent of the holders of a majority of
the Fund's outstanding shares. The Board of Directors of the Company reserves
the right to change any of the investment policies, strategies or practices of
the Fund, as described in this Prospectus and in the Statement of Additional
Information, without shareholder approval, except in those instances where
shareholder approval is expressly required.
CERTAIN INVESTMENT STRATEGIES AND POLICIES. In pursuit of its objectives and
policies, the Fund may employ one or more of the following strategies in order
to enhance investment results:
SHORT-TERM INVESTMENTS. The Fund may invest without limitation in
short-term instruments, such as treasury bills and other U.S. Government and
government agency securities, bank obligations, commercial paper and repurchase
agreements with a maturity of one year or less, as a reserve for expenses or
anticipated redemptions and as a temporary defensive measure when the Fund's
investment adviser deems appropriate. To the extent that the Fund invests to a
significant degree in these instruments, its ability to achieve its investment
objective may be adversely affected.
REPURCHASE AGREEMENTS. The Fund may enter into repurchase agreements.
A repurchase agreement is an instrument under which the Fund acquires ownership
of a debt security and the seller agrees, at the time of the sale, to
repurchase the obligation at a mutually agreed upon time and price, thereby
determining the yield during the Fund's holding period. With regard to
repurchase transactions, in the event of a bankruptcy or other default of a
seller of a repurchase agreement, the Fund could experience both delays in
liquidating the underlying securities and losses, including: (a) a possible
decline in the value of the underlying security during the period while the
Fund seeks to enforce its rights thereto; (b) possible subnormal levels of
income and lack of access to income during this period; and (c) expenses of
enforcing its rights.
STOCK INDEX FUTURES CONTRACTS AND RELATED OPTIONS. The Fund may
purchase and sell stock index futures contracts and may also purchase options
on stock index futures as a hedge against changes in market conditions. A
stock index futures contract is an agreement pursuant to which two parties
agree to take or make delivery of an amount of cash equal to a specified dollar
or other currency amount times the difference between the stock index value at
the close of the last trading day of the contract and the price at which the
futures contract is originally struck. No physical delivery of the underlying
stocks in the index is made. The Fund will only enter into futures contracts,
or purchase options thereon, as a hedge against changes resulting from market
conditions in the values of the securities held or
8
<PAGE> 50
which the Fund intends to purchase. Generally, the Fund may elect to close a
position in a futures contract by taking an opposite position which will
operate to terminate the Fund's position in the futures contract. See the
Statement of Additional Information for a description of the Fund's investments
in futures contracts and options on futures contracts, including certain
related risks. The Fund may purchase or sell futures contracts or purchase
related options if, immediately thereafter, the sum of the amount of margin
deposits and premiums on open positions with respect to futures contracts and
related options would not exceed 5% of the market value of the Fund's total
assets.
OPTION CONTRACTS. The Fund may write (sell) covered call options,
purchase put options and engage in strategies employing combinations of covered
put and call options. The purpose of such transactions is to hedge against
changes in the market value of the Fund's portfolio securities caused by
fluctuating interest rates, fluctuating currency exchange rates and changing
market conditions, and to close out or offset existing positions in such
options or futures contracts as described below. The Fund will not engage in
such transactions for speculative purposes.
The Fund may write (sell) call options and purchase covered put
options, but only if such options are covered and remain covered as long as the
option is open. A call option is "covered" if the Fund owns the underlying
security covered by the call and a put option is "covered" if the Fund has
segregated cash or other liquid assets in an amount at least equal to the
market value of the option. If an option expires unexercised, the writer
realizes a gain in the amount of the premium received. If the option is
exercised, a gain or loss will be recognized from the sale or purchase of the
underlying security depending upon the relationship between the market price
and strike price of the security. Prior to its expiration, an option may be
closed out by means of a purchase of an identical option.
Options are subject to certain risks, including the risk of imperfect
correlation between the option and the Fund's other investments and the risk
that there might not be a liquid secondary market for the option when the Fund
seeks to hedge against adverse market movements. In general, options whose
strike prices are close to their underlying securities' current values will
have the highest trading value, while options whose strike prices are further
away may be less liquid. The liquidity of options may also be affected if
options exchanges impose trading halts, particularly when markets are volatile.
The investment policies of the Fund permit the use of options
involving securities comprising no more than 25% of the value of the Fund's net
assets. The Fund's policies with respect to the use of options may be changed
by the Company's Board of Directors, without shareholder approval.
ILLIQUID SECURITIES. The Fund will not invest more than 15% of its net
assets in illiquid securities, including repurchase agreements with maturities
in excess of seven days.
RULE 144A SECURITIES. The Fund may invest in securities that are
subject to restrictions on resale because they have not been registered under
the Securities Act of 1933 (the "1933 Act"). These securities are sometimes
referred to as private placements. Although securities which may be resold
only to "qualified institutional buyers" in accordance with the provisions of
Rule 144A under the 1933 Act are unregistered securities, the Fund may purchase
Rule 144A securities without regard to the limitation on investments in
illiquid securities described above under "Illiquid Securities," provided that
a determination is made that such securities have a readily available trading
market. AIM will determine the liquidity of Rule 144A securities under the
supervision of the Company's Board of Directors. The liquidity of Rule 144A
securities will be monitored by AIM and, if as a result of changed conditions,
it is determined that a Rule 144A security is no longer liquid, the Fund's
holdings of illiquid securities will be reviewed to determine what, if any,
action is required to assure that the Fund does not exceed its applicable
percentage limitation for investments in illiquid securities.
9
<PAGE> 51
FOREIGN SECURITIES. The Fund may invest up to 25% of its total assets
in foreign securities which may be payable in U.S. or foreign currencies and
publicly traded in the United States or abroad. For purposes of computing such
limitation, American Depository Receipts, European Depository Receipts and other
securities representing underlying securities of foreign issuers are treated as
foreign securities. These securities will be marketable equity securities
(including common and preferred stock, depositary receipts for stock and fixed
income or equity securities exchangeable for or convertible into stock) of
foreign companies which, with their predecessors, have been in continuous
operation for three years or more and which generally are listed on a recognized
foreign securities exchange or traded in a foreign over-the-counter market.
FOREIGN EXCHANGE TRANSACTIONS. The Fund has authority to deal in
foreign exchange between currencies of the different countries in which it will
invest as a hedge against possible variations in the foreign exchange rate
between those currencies. This may be accomplished through direct purchases or
sales of foreign currency, purchases of options on futures contracts with
respect to foreign currency, and contractual agreements to purchase or sell a
specified currency at a specified future date (up to one year) at a price set
at the time of the contract. Such contractual commitments may be forward
contracts entered into directly with another party or exchange-traded futures
contracts. The Fund may purchase and sell options on futures contracts or
forward contracts which are denominated in a particular foreign currency to
hedge the risk of fluctuations in the value of another currency. The Fund's
dealings in foreign exchange will be limited to hedging involving either
specific transactions or portfolio positions. Transaction hedging is the
purchase or sale of foreign currency with respect to specific receivables or
payables of the Fund accruing in connection with the purchase or sale of its
portfolio securities, the sale and redemption of shares of the Fund, or the
payment of dividends and distributions by the Fund. Position hedging is the
purchase or sale of foreign currency with respect to portfolio security
positions denominated or quoted in a foreign currency. The Fund will not
speculate in foreign exchange, nor commit more than 10% of its total assets to
foreign exchange hedges.
RISK FACTORS REGARDING FOREIGN SECURITIES. Investments by the Fund in
foreign securities, whether denominated in U.S. currencies or foreign
currencies, may entail all of the risks set forth below. Investments in ADRs,
EDRs or similar securities also may entail some or all of the risks as set
forth below.
Currency Risk. The value of the Fund's 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 Fund may invest are not 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
Fund's investments.
Regulatory Risk. Foreign companies are not registered with the
Commission and are generally not subject to the regulatory controls imposed on
the 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, practices and requirements
comparable to those applicable to domestic companies. Income from foreign
securities owned by the Fund may be reduced by a withholding tax at the source,
which tax would reduce dividend income payable to the Fund's shareholders.
10
<PAGE> 52
Market Risk. The securities markets in many of the countries in which
the Fund invests will have substantially less trading volume that 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.
Emerging Markets. Foreign securities purchased by the Fund may be
issued by foreign companies located in developing countries in various regions
of the world. A "developing country" is a country in the initial stages of its
industrial cycle. As compared to investment in the securities markets of
developed countries, investment in the securities markets of developing
countries involves exposure to markets that may have substantially less trading
volume and greater price volatility, economic structures that are less diverse
and mature, and political systems that may be less stable. For a discussion of
the risks pertaining to investments in foreign obligations, see "Risk Factors
Regarding Foreign Securities" below.
PORTFOLIO TURNOVER. Any particular security will be sold, and the
proceeds reinvested, whenever such action is deemed prudent from the viewpoint
of the Fund's investment objectives, regardless of the holding period of that
security. The estimated portfolio turnover rate for the Fund is less than
100%. A higher rate of portfolio turnover may result in higher transaction
costs, including brokerage commissions. Also, to the extent that higher
portfolio turnover results in a higher rate of net realized capital gains to
the Fund, the portion of the Fund's distributions constituting taxable capital
gains may increase.
Reference is made to the Statement of Additional Information for
additional descriptions of the Fund's investment policies and the risks
associated with the permitted investments of the Fund.
The investment policies stated above are not fundamental policies of
the Fund and may be changed by the Board of Directors of the Company without
shareholder approval. Shareholders will be notified before any material change
in the investment policies stated above become effective.
INVESTMENT RESTRICTIONS. The Fund has adopted a number of investment
restrictions, including the following:
BORROWING. The Fund may borrow money to a limited extent from banks
(including the Fund's custodian bank) for temporary or emergency purposes. The
Fund may borrow amounts from banks provided that no borrowing may exceed
one-third of the value of its total assets, including the proceeds of such
borrowing, and may secure such borrowings by pledging up to one-third of the
value of its total assets.
The foregoing investment restrictions are matters of fundamental
policy and may not be changed without shareholder approval. For additional
investment restrictions applicable to the Fund, see the Statement of Additional
Information.
11
<PAGE> 53
- --------------------------------------------------------------------------------
MANAGEMENT
The overall management of the business and affairs of the Fund is
vested with the Company's Board of Directors. The Board of Directors approves
all significant agreements between the Company and persons or companies
furnishing services to the Fund, including the Master Advisory Agreement with
AIM, the Master Administrative Service Agreement with AIM, the Master
Distribution Agreement with AIM Distributors as the distributor of the shares
of the Fund, the Custodian Agreement with State Street Bank and Trust Company
as custodian and the Transfer Agency and Service Agreement with AFS as transfer
agent. The day-to-day operations of the Fund are delegated to its officers and
to AIM, subject always to the objectives and policies of the Fund and to the
general supervision of the Company's Board of Directors. Certain directors and
officers of the Company are affiliated with AIM and A I M Management Group Inc.
("AIM Management"), the parent of AIM. AIM Management is a holding company
engaged in the financial services business. Information concerning the Board
of Directors of the Company may be found in the Statement of Additional
Information.
INVESTMENT ADVISOR. AIM, 11 Greenway Plaza, Suite 1919, Houston,
Texas 77046-1173, serves as the investment advisor to the Fund pursuant to the
Master Advisory Agreement. AIM was organized in 1976, and, together with its
affiliates, advises or manages 41 investment company portfolios (including the
Fund). As of December 1, 1995, the total assets of the investment company
portfolios advised or managed by AIM and its affiliates were approximately $41.2
billion. AIM is a wholly-owned subsidiary of AIM Management.
Under the terms of the Master Advisory Agreement, AIM supervises all
aspects of the Fund's operations and provides investment advisory services to
the Fund. AIM obtains and evaluates economic, statistical and financial
information to formulate and implement investment programs for the Fund. AIM
will not be liable to the Fund or its shareholders except in the case of AIM's
willful misfeasance, bad faith, gross negligence or reckless disregard of duty;
provided, however, that AIM may be liable for certain breaches of duty under
the 1940 Act.
For a discussion of AIM's brokerage allocation policies and practices,
see "Portfolio Transactions and Brokerage" in the Statement of Additional
Information. In accordance with policies established by the directors, AIM may
take into account sales of shares of the Fund and other funds advised by AIM in
selecting broker-dealers to effect portfolio transactions on behalf of the
Fund.
Prior to the Reorganization, Fiduciary Management, Inc. ("FMI") served
as investment adviser to the BCD Fund. FMI was organized in 1980 and is
wholly-owned by Ted D. Kellner and Donald S. Wilson. FMI is an adviser to
individual and institutional clients (including investment companies) with
substantial investment portfolios. Prior to the Reorganization, Robert W.
Baird & Co. Incorporated ("Baird") served as the investment sub-adviser to the
BCD Fund. Baird is an indirect partially-owned subsidiary of the Northwestern
Mutual Life Insurance Company and is controlled by such firm. Baird is a
securities broker-dealer and investment advisor providing brokerage, research,
investment banking and investment advisory services to individuals, trusts,
estates, corporations and other institutional clients. FMI and Baird received
fees for the investment advisory services they provided to the BCD Fund in
amounts equal to 0.4125% and 0.3725% annually of the BCD Fund's net assets,
respectively.
ADMINISTRATOR. The Company has entered into the Master Administrative
Services Agreement with AIM pursuant to which AIM has agreed to provide or
arrange for the provision of certain accounting and other administrative
services to the Fund, including the services of a principal financial officer
and related staff. As compensation to AIM for its services under the Master
Administrative Services Agreement, the Fund reimburses AIM for expenses
incurred by AIM or its affiliates in connection with such services. Prior to
the Reorganization, FMI provided such administrative services to the BCD Fund.
In return for such services, FMI received a fee from the BCD Fund in an amount
equal to 0.1% of the first $30 million of its daily net assets and 0.05% of the
daily net assets over $30 million.
12
<PAGE> 54
FEE WAIVERS. AIM may in its discretion, from time to time, agree to
voluntarily waive all or any portion of its advisory fee and/or assume certain
expenses of the Fund but will retain its ability to be reimbursed prior to the
end of the fiscal year.
ADVISORY FEES. As compensation for its services AIM is entitled to
receive an investment advisory fee in an amount equal to 0.75% of the first
$350 million of the Fund's average daily net assets and 0.625% of its average
daily net assets over $350 million. AIM is also entitled to receive
reimbursement of administrative services costs incurred on behalf of the Fund.
DISTRIBUTOR. The Company has entered into a Master Distribution
Agreement, dated as of October 18, 1993, as amended, on behalf of Class A
shares of the Fund (the "Distribution Agreement") with AIM
Distributors, a registered broker-dealer and a wholly-owned subsidiary of AIM,
to act as the distributor of the shares of the Fund. The address of AIM
Distributors is 11 Greenway Plaza, Suite 1919, Houston, TX 77046-1173.
Certain directors and officers of the Company are affiliated with AIM
Distributors.
The Distribution Agreement provides that AIM Distributors has the
exclusive right to distribute shares of the Retail Class of the Fund through
affiliated broker-dealers and through other broker-dealers with whom AIM
Distributors has entered into selected dealer agreements.
DISTRIBUTION PLAN. The Company has adopted a Master Distribution Plan
applicable to Class A shares of the Fund (the "Class A Plan") pursuant to Rule
12b-1 under the 1940 Act. Under the Class A Plan, the Company may compensate
AIM Distributors an aggregate amount of 0.35% of the average daily net assets
of the Fund on an annualized basis for the purpose of financing any activity
that is intended to result in the sale of shares of the Fund. The Class A Plan
is designed to compensate AIM Distributors, on a quarterly basis, for certain
promotional and other sales-related costs, and to implement a dealer incentive
program which provides for periodic payments to selected dealers who furnish
continuing personal shareholder services to their customers who purchase and
own shares of the Fund. In addition, certain banks who have entered into a
Bank Shareholder Service Agreement and who sells shares of a Fund on an agency
basis, may receive payments pursuant to the Class A Plan. Administrators of
retirement plans may also be paid fees to offset costs of services. The
Company will obtain a representation from financial institutions that they will
be licensed as dealers as required under applicable state law, or that they
will not engage in activities which would constitute acting as a "dealer" as
defined under applicable state law. Activities appropriate for financing under
the Class A Plan include, but are not limited to, the following: preparation
and distribution of advertising material and sales literature; expenses of
organizing and conducting sales seminars; overhead of AIM Distributors;
printing of prospectuses and statements of additional information (and
supplements thereto) and reports for other than existing shareholders;
supplemental payments to dealers under a dealer incentive program; and costs of
administering the Class A Plan. The fees payable to selected dealers, banks
and retirement plan administrators who participate in the program are
calculated at the annual rate of 0.25% of the average daily net asset value of
the Fund's shares that are held in such institution's customers' accounts which
were purchased on or after a prescribed date set forth in the Class A Plan.
The Class A Plan became effective on September 5, 1991, and was most
recently amended on December 5, 1995. The Class A Plan conforms to the amended
rules of the National Association of Securities Dealers, Inc., by providing
that, of the aggregate amount payable under the Class A Plan, payments to
dealers and other financial institutions that provide continuing personal
shareholder services to their customers who purchase and own shares of the
Fund, in amounts of up to 0.25% of the average net assets of the Fund
attributable to the customers of such dealers or financial institutions may be
characterized as a service fee, and that payments to dealers and other
financial institutions in excess of such amount and payments to AIM
Distributors would be characterized as an asset based sales charge pursuant to
the Class A Plan. The Class A Plan also imposes a cap on the total amount of
sales charges, including asset-based sales charges, that may be paid by the
Company with respect to the Fund. The Class A Plan does not obligate the Fund
to reimburse AIM Distributors for the actual expenses AIM Distributors may
incur in fulfilling its obligations under the Class A Plan on behalf of the
Fund. Thus, under the Class A Plan, even if AIM Distributors' actual expenses
exceed the fee payable to AIM Distributors thereunder at any given time, the
Fund will not be obligated
13
<PAGE> 55
to pay more than that fee. If AIM Distributors' expenses are less than the fee
it receives, AIM Distributors will retain the full amount of the fee. Payments
pursuant to the Plans are subject to any applicable limitations imposed by
rules of the National Association of Securities Dealers, Inc.
Under the Class A Plan, AIM Distributors may in its discretion from
time to time agree to waive voluntarily all or any portion of its fee, while
retaining its ability to be reimbursed for such fee prior to the end of each
fiscal year.
The Plan may be terminated at any time by a vote of the majority of
those directors who are not "interested persons" of the Company or by a vote of
the majority of the outstanding shares.
PORTFOLIO MANAGERS
AIM uses a team approach and a disciplined investment process in
providing investment advisory services to all of its accounts, including the
Funds. AIM's investment staff consists of 95 individuals. While individual
members of AIM's investment staff are assigned primary responsibility for the
day-to-day management of each of AIM's accounts, all accounts are reviewed on a
regular basis by AIM's Investment Policy Committee to ensure that they are
being invested in accordance with the account's and AIM's investment policies.
The individuals who are primarily responsible for the day-to-day management of
the Funds and their titles, if any, with AIM or its affiliates and the Fund,
the length of time they have been responsible for the management, and their
years of investment experience and prior experience (if they have been with AIM
for less than five years) are shown below.
Robert M. Kippes, Robert A. Shelton and Kenneth A. Zschappel are
primarily responsible for the day-to-day management of Capital Development.
Mr. Kippes is Vice President of AiM Capital and has been responsible for the
Fund since 1996. He has been associated with AIM and/or its affiliates since
1989 and has six years of experience as an investment professional.
Mr. Shelton joined AIM Management Group in 1995 as a portfolio
analyst for equity securities, and he serves as an investment officer of A I M
Capital Management, Inc. Mr. Shelton has been in the investment business since
1991 and has been responsible for the Fund since 1996. Prior to joining AIM,
he was a financial analyst for CS First Boston.
Mr. Zschappel joined AIM in 1990 and has been responsible for the
Fund since 1996. In 1992, he became a portfolio analyst for equity securities
specializing in technology and healthcare. Mr. Zschappel currently serves as
an assistant vice president of A I M Capital Management, Inc., and senior
analyst for equity securities, working with small and mid-cap growth funds.
- --------------------------------------------------------------------------------
ORGANIZATION OF THE COMPANY
The Company was organized in 1988 as a Maryland corporation, and is
registered with the Commission as a diversified, open-end, series, management
investment company. The Company currently consists of six separate portfolios:
CHARTER and WEINGARTEN, each of which has retail classes of shares consisting
of Class A and Class B shares and an Institutional Class: CONSTELLATION, which
has retail classes of Class A shares and an Institutional Class; and AGGRESSIVE
GROWTH, BLUE CHIP and CAPITAL DEVELOPMENT, which have a retail class of shares
consisting of Class A shares. The Fund began operations on March 29, 1996, and
on that date acquired the investment portfolio of the BCD Fund in the
Reorganization.
The authorized capital stock of the Company consists of 7,000,000,000
shares of common stock with a par value of $.001 per share, of which
750,000,000 shares are classified Class A Shares of each investment portfolio,
750,000,000 shares are classified Class B Shares of each of CHARTER and
WEINGARTEN, 200,000,000 shares are classified Institutional Shares of each of
CHARTER, WEINGARTEN and CONSTELLATION, and the balance of which are
unclassified. Each class of shares of the same Fund represent interests in
that Fund's assets and have identical voting, dividend, liquidation and other
rights on the same terms and conditions, except that each class of shares bears
differing class-
14
<PAGE> 56
specific expenses, is subject to differing sales loads, conversion features and
exchange privileges, and has exclusive voting rights on matters pertaining to
the distribution plan for that class.
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 different classes
of shares, where applicable, of a Fund. However, on matters affecting one
portfolio of the Company or one class of shares, a separate vote of
shareholders of that portfolio or class is required. Shareholders of a
portfolio or class are not entitled to vote on any matter which does not affect
that portfolio or class but which requires a separate vote of another portfolio
or class. An example of a matter which would be voted on separately by
shareholders of a portfolio is the approval of an advisory agreement, and an
example of a matter which would be voted on separately by shareholders of a
class of shares is approval of a distribution plan. When issued, shares of
each Fund are fully paid and nonassessable, have no preemptive or subscription
rights, and are fully 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 directors, holders of more than 50% of the shares voting for
the election of directors can elect all of the directors of the Company, and
the holders of less than 50% of the shares voting for the election of directors
will not be able to elect any directors.
A Fund shareholder is entitled to such dividends payable out of the
net assets allocable to the Fund as may be declared by the Board of Directors
of the Company. In the event of liquidation or dissolution of the Company, the
holders of shares of the Fund will be entitled to receive pro rata, subject to
the rights of creditors, the net assets of the Company allocable to the Fund.
Fractional shares of the Fund have the same rights as full shares to the extent
of their proportionate interest.
Under Maryland law and the Company's By-Laws, the Company need not
hold an annual meeting of shareholders unless a meeting is required under the
1940 Act to elect directors. Shareholders may remove directors from office,
and a meeting of shareholders may be called at the request of the holders of
10% or more of the Company's outstanding shares.
15
<PAGE> 57
THE TOLL-FREE NUMBER FOR ACCESS TO ROUTINE ACCOUNT INFORMATION AND SHAREHOLDER
ASSISTANCE IS
(800) 959-4246 (7:30 A.M. TO 5:30 P.M. CENTRAL TIME).
INVESTOR'S GUIDE
TO THE AIM FAMILY OF FUNDS(R)
- --------------------------------------------------------------------------------
INTRODUCTION TO THE AIM FAMILY OF FUNDS
THE AIM FAMILY OF FUNDS consists of the following mutual funds:
<TABLE>
<S> <C>
AIM AGGRESSIVE GROWTH FUND AIM INCOME FUND
AIM BALANCED FUND AIM INTERMEDIATE GOVERNMENT FUND
AIM BLUE CHIP FUND AIM INTERNATIONAL EQUITY FUND
AIM CAPITAL DEVELOPMENT FUND AIM LIMITED MATURITY TREASURY SHARES
AIM CHARTER FUND AIM MONEY MARKET FUND*
AIM CONSTELLATION FUND AIM MUNICIPAL BOND FUND
AIM GLOBAL AGGRESSIVE GROWTH FUND AIM TAX-EXEMPT BOND FUND OF CONNECTICUT
AIM GLOBAL GROWTH FUND AIM TAX-EXEMPT CASH FUND*
AIM GLOBAL INCOME FUND AIM TAX-FREE INTERMEDIATE SHARES
AIM GLOBAL UTILITIES FUND AIM VALUE FUND
AIM GROWTH FUND AIM WEINGARTEN FUND
AIM HIGH YIELD FUND
</TABLE>
* Shares of AIM TAX-EXEMPT CASH FUND, and Class C shares of AIM MONEY MARKET
FUND, are offered to investors at net asset value, without payment of a sales
charge, as described below. Other funds, including the Class A and Class B
shares of AIM MONEY MARKET FUND, are sold with an initial sales charge or
subject to a contingent deferred sales charge upon redemption, as described
below.
IT IS IMPORTANT FOR SHAREHOLDERS CONSIDERING AN EXCHANGE TO CAREFULLY REVIEW
THE PROSPECTUS OF THE FUND WHOSE SHARES WILL BE ACQUIRED IN AN EXCHANGE. THIS
PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL SHARES OF ANY FUND OTHER THAN
THE FUND(S) NAMED ON THE COVER PAGE OF THIS PROSPECTUS.
- --------------------------------------------------------------------------------
HOW TO PURCHASE SHARES
HOW TO OPEN AN ACCOUNT. In order to purchase shares of any of The AIM Family
of Funds ("AIM Funds"), an investor must submit a fully completed new Account
Application form directly to A I M Fund Services, Inc. ("AFS" or the "Transfer
Agent") or through any dealer authorized by A I M Distributors, Inc. ("AIM
Distributors") to sell shares of the AIM Funds.
Accounts submitted without a correct, certified taxpayer identification number
or, alternatively, a completed IRS Form W-8 (for non-resident aliens) or Form
W-9 (certifying exempt status) accompanying the registration information will be
subject to backup withholding. See the Account Application for applicable
Internal Revenue Service penalties. The minimum initial investment is $500,
except for accounts initially established through an Automatic Investment Plan,
which requires a special authorization form (see "Special Plans") and for
certain retirement accounts. The minimum initial investment for accounts
established with an Automatic Investment Plan is $50. The minimum initial
investment for an Individual Retirement Account ("IRA") is $250. There are no
minimum initial investment requirements applicable to
money-purchase/profit-sharing plans, 401(k) plans, IRA/Simplified Employee
Pension ("SEP") accounts, 403(b) plans or 457 (state deferred compensation)
plans (except that the minimum initial investment for salary deferrals for such
plans is $25), or for investment of dividends and distributions of any of the
AIM Funds into any existing AIM Funds account.
AFS' mailing address is:
A I M Fund Services, Inc.
P.O. Box 4739
Houston, TX 77210-4739
For additional information or assistance, investors should call the Client
Services Department of AFS at one of the following telephone numbers:
(713) 626-1919 Extension 5224 (in Houston)
(800) 959-4246 (elsewhere)
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Shares of any AIM Funds not named on the cover of this Prospectus are offered
pursuant to separate prospectuses. Copies of other prospectuses may be obtained
by calling (713) 626-1919, Extension 5001 (in Houston) or (800) 347-4246
(elsewhere).
HOW TO PURCHASE ADDITIONAL SHARES. The minimum investment for subsequent
purchases is $50. The minimum employee salary deferral investment for
participants in money-purchase/profit sharing plans, 401(k), IRA/SEP, 403(b) or
457 plans is $25. There are no such minimum investment requirements for
investment of dividends and distributions of any of the AIM Funds into any other
existing AIM Funds account.
Additional shares may be purchased directly through AIM Distributors or
through any dealer who has entered into an agreement with AIM Distributors.
Direct investments may be made by mail or by wiring payment to AFS as follows:
SUBSEQUENT PURCHASES BY MAIL: Investors must indicate their account number and
the name of the Fund being purchased. The remittance slip from a confirmation
statement should be used for this purpose, and sent to AFS.
PURCHASES BY WIRE: To insure prompt credit to his account, an investor or his
dealer should call AFS' Client Services Department at (800) 959-4246 prior to
sending a wire to receive a reference number for the wire. The following wire
instructions should be used:
<TABLE>
<S> <C>
Beneficiary Bank ABA/Routing #: 113000609
Beneficiary Account Number: 00100366807
Beneficiary Account Name: AIM Fund Services, Inc.
RFB: Fund name, Reference Number (16 character limit)
OBI: Shareholder Name, Shareholder Account Number
(70 character limit)
</TABLE>
If wires are received after 4:00 p.m. Eastern Time or during a bank holiday,
purchases will be confirmed at the price determined on the next business day of
the applicable AIM Fund.
- --------------------------------------------------------------------------------
TERMS AND CONDITIONS OF PURCHASE OF THE AIM FUNDS
Shares of the AIM Funds, including Class A shares (the "Class A shares") of
AIM AGGRESSIVE GROWTH FUND, AIM BALANCED FUND, AIM BLUE CHIP FUND, AIM CAPITAL
DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION FUND, AIM GLOBAL
AGGRESSIVE GROWTH FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL INCOME FUND, AIM
GLOBAL UTILITIES FUND, AIM GROWTH FUND, AIM HIGH YIELD FUND, AIM INCOME FUND,
AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL EQUITY FUND, AIM MONEY
MARKET FUND, AIM MUNICIPAL BOND FUND, AIM VALUE FUND and AIM WEINGARTEN FUND,
(other than AIM AGGRESSIVE GROWTH FUND, AIM BLUE CHIP FUND, AIM CAPITAL
DEVELOPMENT FUND and AIM CONSTELLATION FUND, collectively, the "Multiple Class
Funds") may be purchased at their respective net asset value plus a sales charge
as indicated below, except that shares of AIM TAX-EXEMPT CASH FUND and Class C
shares (the "Class C shares") of AIM MONEY MARKET FUND are sold without a sales
charge and Class B shares (the "Class B shares") of the Multiple Class Funds are
sold at net asset value subject to a contingent deferred sales charge payable
upon certain redemptions. These contingent deferred sales charges are described
under the caption "How to Redeem Shares -- Multiple Distribution System."
Securities dealers and other persons entitled to receive compensation for
selling or servicing shares of a Multiple Class Fund may receive different
compensation for selling or servicing one particular class of shares over
another class in the same Multiple Class Fund. Factors an investor should
consider prior to purchasing Class A or Class B shares (or, if applicable, Class
C shares) of a Multiple Class Fund are described below under "Special
Information Relating to Multiple Class Funds." For information on purchasing any
of the AIM Funds and to receive a prospectus, please call (713) 626-1919,
Extension 5001 (in Houston) or (800) 347-4246 (elsewhere). As described below,
the sales charge otherwise applicable to a purchase of shares of a fund may be
reduced if certain conditions are met. In order to take advantage of a reduced
sales charge, the prospective investor or his dealer must advise AIM
Distributors that the conditions for obtaining a reduced sales charge have been
met. Net asset value is determined in the manner described under the caption
"Determination of Net Asset Value." The following tables show the sales charge
and dealer concession at various investment levels for the AIM Funds.
BF 12/95
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<PAGE> 59
SALES CHARGES AND DEALER CONCESSIONS
GROUP I. Certain AIM Funds are currently sold with a sales charge ranging from
5.50% to 2.00% of the offering price on purchases of less than $1,000,000. These
AIM Funds include Class A shares of each of AIM AGGRESSIVE GROWTH FUND, AIM BLUE
CHIP FUND, AIM CAPITAL DEVELOPMENT FUND, AIM CHARTER FUND, AIM CONSTELLATION
FUND, AIM GLOBAL UTILITIES FUND, AIM GROWTH FUND, AIM INTERNATIONAL EQUITY FUND,
AIM MONEY MARKET FUND, AIM VALUE FUND and AIM WEINGARTEN FUND.
<TABLE>
<CAPTION>
INVESTOR'S DEALER
SALES CHARGE CONCESSION
--------------------- ----------
AS A AS A AS A
PERCENTAGE PERCENTAGE PERCENTAGE
OF OF OF
THE THE THE
PUBLIC NET PUBLIC
AMOUNT OF INVESTMENT IN OFFERING AMOUNT OFFERING
SINGLE TRANSACTION PRICE INVESTED PRICE
- --------------------------------- ----- -------- -----
<S> <C> <C> <C>
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
</TABLE>
There is no sales charge on purchases of $1,000,000 or more; however, AIM
Distributors may pay a dealer concession and/or advance a service fee on such
transactions. See "All Groups of AIM Funds." Purchases of $1,000,000 or more are
at net asset value, subject to a contingent deferred sales charge of 1% if
shares are redeemed prior to 18 months from the date such shares were purchased,
as described under the caption "How to Redeem Shares -- Contingent Deferred
Sales Charge Program for Large Purchases."
GROUP II. Certain AIM Funds are currently sold with a sales charge ranging
from 4.75% to 2.00% of the offering price on purchases of less than $1,000,000.
These AIM Funds are: AIM TAX-EXEMPT BOND FUND OF CONNECTICUT; and the Class A
shares of each of AIM BALANCED FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM
GLOBAL GROWTH FUND, AIM GLOBAL INCOME FUND, AIM HIGH YIELD FUND, AIM INCOME
FUND, AIM INTERMEDIATE GOVERNMENT FUND and AIM MUNICIPAL BOND FUND.
<TABLE>
<CAPTION>
INVESTOR'S DEALER
SALES CHARGE CONCESSION
--------------------- ----------
AS A AS A AS A
PERCENTAGE PERCENTAGE PERCENTAGE
OF OF OF
THE THE THE
PUBLIC NET PUBLIC
AMOUNT OF INVESTMENT IN OFFERING AMOUNT OFFERING
SINGLE TRANSACTION PRICE INVESTED PRICE
- --------------------------------- ----- -------- -----
<S> <C> <C> <C>
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
</TABLE>
There is no sales charge on purchases of $1,000,000 or more; however, AIM
Distributors may pay a dealer concession and/ or advance a service fee on such
transactions. See "All Groups of AIM Funds." Purchases of $1,000,000 or more are
at net asset value, subject to a contingent deferred sales charge of 1% if
shares are redeemed prior to 18 months from the date such shares were purchased,
as described under the caption "How to Redeem Shares -- Contingent Deferred
Sales Charge Program for Large Purchases."
GROUP III. Certain AIM Funds are currently sold with a sales charge ranging
from 1.00% to 0.50% of the offering price on purchases of less than $1,000,000.
These AIM Funds are AIM LIMITED MATURITY TREASURY SHARES and AIM TAX-FREE
INTERMEDIATE SHARES.
<TABLE>
<CAPTION>
INVESTOR'S DEALER
SALES CHARGE CONCESSION
--------------------- ----------
AS A AS A AS A
PERCENTAGE PERCENTAGE PERCENTAGE
OF OF OF
THE THE THE
PUBLIC NET PUBLIC
AMOUNT OF INVESTMENT IN OFFERING AMOUNT OFFERING
SINGLE TRANSACTION PRICE INVESTED PRICE
- --------------------------------- ----- -------- -----
<S> <C> <C> <C>
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
</TABLE>
There is no sales charge on purchases of $1,000,000 or more; however, AIM
Distributors may pay a dealer concession and/ or advance a service fee on such
transactions.
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<PAGE> 60
ALL GROUPS OF AIM FUNDS. 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 Securities Act of 1933.
In addition to amounts paid to dealers as a dealer concession out of the
initial sales charge paid by investors, AIM Distributors may, from time to time,
at its expense or as an expense for which it may be compensated under a
distribution plan, if applicable, pay a bonus or other consideration or
incentive to dealers who sell a minimum dollar amount of the shares of the AIM
Funds during a specified period of time. In some instances, these incentives may
be offered only to certain dealers who have sold or may sell significant amounts
of shares. At the option of the dealer, such incentives may take the form of
payment for travel expenses, including lodging, incurred in connection with
trips taken by qualifying registered representatives and their families to
places within or outside the United States. The total amount of such additional
bonus payments or other consideration shall not exceed 0.25% of the public
offering price of the shares sold. Any such bonus or incentive programs will not
change the price paid by investors for the purchase of the applicable AIM Fund's
shares or the amount that any particular AIM Fund will receive as proceeds from
such sales. Dealers may not use sales of the AIM Funds' shares to qualify for
any incentives to the extent that such incentives may be prohibited by the laws
of any state.
AIM Distributors may make payments to dealers and institutions who are dealers
of record for purchases of $1 million or more of Class A shares (or shares which
normally involve payment of initial sales charges), which are sold at net asset
value and are subject to a contingent deferred sales charge, for all AIM Funds
other than AIM LIMITED MATURITY TREASURY SHARES and AIM TAX-FREE INTERMEDIATE
SHARES as follows: 1% of the first $2 million of such purchases, plus 0.80% of
the next $1 million of such purchases, plus 0.50% of the next $17 million of
such purchases, plus 0.25% of amounts in excess of $20 million of such
purchases. See "Contingent Deferred Sales Charge Programs for Large Purchases."
AIM Distributors may make payments to dealers and institutions who are dealers
of record for purchases of $1,000,000 or more of shares which normally involve
payment of initial sales charges, and which are sold at net asset value and are
not subject to a contingent deferred sales charge, in an amount up to 0.10% of
such purchases of shares of AIM LIMITED MATURITY TREASURY SHARES, and in an
amount up to 0.25% of such purchases of shares of AIM TAX-FREE INTERMEDIATE
SHARES.
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 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.
TIMING OF PURCHASE ORDERS. Orders for the purchase of shares of an AIM Fund
(other than the Money Market Funds, as described below) received by dealers
prior to 4:00 p.m. Eastern Time on any business day of an AIM Fund and either
received by AIM Distributors in its Houston, Texas office prior to 5:00 p.m.
Central Time on that day or transmitted by dealers to the Transfer Agent through
the facilities of the National Securities Clearing Corporation ("NSCC") by 7:00
p.m. Eastern Time on that day, will be confirmed at the price determined as of
the close of that day. Orders received by dealers after 4:00 p.m. Eastern Time
will be confirmed at the price determined on the next business day of the AIM
Fund. It is the responsibility of the dealer to ensure that all orders are
transmitted on a timely basis to AIM Distributors or to the Transfer Agent
through the facilities of NSCC. Any loss resulting from the dealer's failure to
submit an order within the prescribed time frame will be borne by that dealer.
Please see "How to Purchase Shares -- Purchases by Wire" for information on
obtaining a reference number for wire orders, which will facilitate the handling
of such orders and ensure prompt credit to an investor's account. A "business
day" of an AIM Fund is any day on which the New York Stock Exchange ("NYSE") is
open for business. It is expected that the NYSE will be closed during the next
twelve months on Saturdays and Sundays and on the days on which New Year's Day,
Presidents' Day, Good Friday, Memorial Day, Independence Day, Labor Day,
Thanksgiving Day and Christmas Day are observed by the NYSE.
An investor who uses a check to purchase shares will be credited with the full
number of shares purchased at the time of receipt of the purchase order, as
previously described. However, in the event of a redemption or exchange of such
shares, the investor may be required to wait up to ten business days before the
redemption proceeds are sent. This delay is necessary in order to ensure that
the check has cleared. If the check does not clear, or if any investment order
must be cancelled due to nonpayment, the investor will be responsible for any
resulting loss to an AIM Fund or to AIM Distributors.
SPECIAL INFORMATION RELATING TO MULTIPLE CLASS FUNDS. The Multiple Class
Funds, other than AIM MONEY MARKET FUND, currently offer two classes of shares,
and AIM MONEY MARKET FUND currently offers three classes of shares, through
separate distribution systems (the "Multiple Distribution System"). Although the
Class A and Class B shares (and with respect to AIM MONEY MARKET FUND, Class C
shares) of a particular Multiple Class Fund represent an interest in the same
portfolio of investments, each class is subject to a different distribution
structure and, as a result, differing expenses. This Multiple Distribution
System allows investors to select the class that is best suited to the
investor's needs and objectives. In considering the options afforded by the
Multiple Distribution System, investors should consider both the applicable
initial sales charge or contingent deferred sales charge, as well as the ongo-
BF 12/95
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<PAGE> 61
ing expenses borne by Class A or Class B shares and, if applicable, Class C
shares, and other relevant factors, such as whether his or her investment goals
are long-term or short-term.
CLASS A SHARES are sold subject to the initial sales charges described
above and are subject to the other fees and expenses described herein.
Class A shares of AIM MONEY MARKET FUND are designed to meet the needs of
an investor who wishes to establish a dollar cost averaging program,
pursuant to which Class A shares an investor owns may be exchanged at net
asset value for Class A shares of another Multiple Class Fund or shares of
another AIM Fund which is not a Multiple Class Fund, subject to the terms
and conditions described under the caption "Exchange Privilege -- Terms and
Conditions of Exchanges."
CLASS B SHARES are sold without an initial sales charge. Thus, the entire
purchase price of Class B shares is immediately invested in Class B shares.
Class B shares are subject, however, to Class B Plan payments of 1.00% per
annum on the average daily net assets of a Multiple Class Fund attributable
to Class B shares. See the discussion under the caption
"Management -- Distribution Plans." In addition, Class B shares redeemed
within six years from the date such shares were purchased are subject to a
contingent deferred sales charge ranging from 5% for redemptions made
within the first year to 1% for redemptions made within the sixth year. No
contingent deferred sales charge will be imposed if Class B shares are
redeemed after six years from the date such shares were purchased.
Redemptions of Class B shares and associated charges are further described
under the caption "How to Redeem Shares -- Multiple Distribution System."
Class B shares will automatically convert into Class A shares of the same
Multiple Class Fund (together with a pro rata portion of all Class B shares
acquired through the reinvestment of dividends and distributions) eight
years from the end of the calendar month in which the purchase of Class B
shares was made. Following such conversion of their Class B shares,
investors will be relieved of the higher Class B Plan payments associated
with Class B shares. See "Management -- Distribution Plans."
CLASS C SHARES of AIM MONEY MARKET FUND are sold without an initial sales
charge and are not subject to a contingent deferred sales charge. Such
shares are, however, subject to the other fees and expenses described in
the prospectus for AIM MONEY MARKET FUND.
SPECIAL INFORMATION RELATING TO MONEY MARKET FUNDS. Shares of AIM MONEY MARKET
FUND or AIM TAX-EXEMPT CASH FUND (the "Money Market Funds") are purchased or
exchanged at the net asset value next determined after acceptance of an order
for purchase or exchange in proper form, except for Class A shares of AIM MONEY
MARKET FUND, which are sold with a sales charge. Net asset value is normally
determined at 12:00 noon and 4:00 p.m. Eastern Time on each business day of AIM
MONEY MARKET FUND and at 4:00 p.m. Eastern Time on each business day of AIM
TAX-EXEMPT CASH FUND. Because each Money Market Fund uses the amortized cost
method of valuing the securities it holds and rounds its per share net asset
value to the nearest whole cent, it is anticipated that the net asset value of
the shares of such funds will remain constant at $1.00 per share. However, there
is no assurance that either Money Market Fund can maintain a $1.00 net asset
value per share. In order to earn dividends with respect to AIM MONEY MARKET
FUND on the same day that a purchase is made, purchase payments in the form of
federal funds must be received by the Transfer Agent before 12:00 noon Eastern
Time on that day. See "How to Purchase Shares -- Purchases by Wire." Purchases
made by payments in any other form, or payments in the form of federal funds
received after such time, will begin to earn dividends on the next business day
following the date of purchase. The Money Market Funds generally will not issue
share certificates but will record investor holdings in noncertificate form and
regularly advise the shareholder of his ownership position. Class B shares of
AIM MONEY MARKET FUND are designed for temporary investment as part of an
investment program in the Class B shares and, unlike shares of most money market
funds, are subject to a contingent deferred sales charge as well as Rule 12b-1
distribution fees and service fees.
SHARE CERTIFICATES. Share certificates for all AIM Funds will be issued upon
written request by a shareholder to AIM Distributors or the Transfer Agent.
Otherwise, such shares will be held on the shareholder's behalf by the
applicable AIM Fund(s) and be recorded on the books of such fund(s). See
"Exchange Privilege -- Exchanges by Telephone" and "How to Redeem
Shares -- Redemptions by Telephone" for restrictions applicable to shares issued
in certificate form. Please note that certificates will not be issued for shares
held in prototype retirement plans.
MINIMUM ACCOUNT BALANCE. If (1) an account opened in a fund has been in effect
for at least one year and the shareholder has not made an additional purchase in
that account within the preceding six calendar months and (2) the value of such
account drops below $500 for three consecutive months as a result of redemptions
or exchanges, the fund has the right to redeem the account, after giving the
shareholder 60 days' prior written notice, unless the shareholder makes
additional investments within the notice period to bring the account value up to
$500.
REDUCTIONS IN INITIAL SALES CHARGES
Reductions in the initial sales charges shown in the sales charge tables
(quantity discounts) apply to purchases of shares of the AIM Funds that are
otherwise subject to an initial sales charge, provided that such purchases are
made by a "purchaser" as hereinafter defined. Purchases of shares of AIM
TAX-EXEMPT CASH FUND, Class C shares of AIM MONEY MARKET FUND and Class B shares
of the Multiple Class Funds will not be taken into account in determining
whether a purchase qualifies for a reduction in initial sales charges.
BF 12/95
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<PAGE> 62
The term "purchaser" means:
o an individual and his or her spouse and minor children, including any trust
established exclusively for the benefit of any such person; or a pension,
profit-sharing, or other benefit plan established exclusively for the
benefit of any such person, such as an IRA, a single-participant
money-purchase/profit-sharing plan or an individual participant in a 403(b)
Plan (unless such 403(b) plan qualifies as the purchaser as defined below);
o a 403(b) plan, the employer/sponsor of which is an organization described
under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended
(the "Code"), provided that:
a. the employer/sponsor must submit contributions for all participating
employees in a single contribution transmittal (i.e., the funds will
not accept contributions submitted with respect to individual
participants);
b. each transmittal must be accompanied by a single check or wire
transfer; and
c. all new participants must be added to the 403(b) plan by submitting
an application on behalf of each new participant with the
contribution transmittal;
o a trustee or fiduciary purchasing for a single trust, estate or single
fiduciary account (including a pension, profit-sharing or other employee
benefit trust created pursuant to a plan qualified under Section 401 of the
Code, SEP, Salary Reduction and other Elective Simplified Employee Pension
accounts ("SARSEP")) and 457 plans, although more than one beneficiary or
participant is involved;
o any other organized group of persons, whether incorporated or not, provided
the organization has been in existence for at least six months and has some
purpose other than the purchase at a discount of redeemable securities of a
registered investment company; or
o the discretionary advised accounts of A I M Advisors, Inc. ("AIM") or A I M
Capital Management, Inc. ("AIM Capital").
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, by virtue of the foregoing definition, to the reduced
sales charge. No person or entity may distribute shares of the AIM Funds without
payment of the applicable sales charge other than to persons or entities who
qualify for a reduction in the sales charge as provided herein.
(1) LETTERS OF INTENT. A purchaser, as previously defined, may pay reduced
initial sales charges by completing the appropriate section of the account
application and by fulfilling a Letter of Intent ("LOI"). 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. The LOI confirms such purchaser's intention as to the
total investment to be made in shares of the AIM Funds (except for
(i) AIM TAX-EXEMPT CASH FUND and Class C shares of AIM MONEY MARKET FUND and
(ii) Class B shares of the Multiple Class Funds) within the following 13
consecutive months. By marking the LOI section on the account application and by
signing the account application, the purchaser indicates that he understands and
agrees to the terms of the LOI and is bound by the provisions described below.
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, as
described under "Sales Charges and Dealer Concessions." 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 under "Rights of Accumulation" if the
Transfer Agent is advised of all other accounts at the time of the investment.
Shares acquired through reinvestment of dividends and capital gains
distributions will not be applied to the LOI. At any time during the 13-month
period after meeting the original obligation, a purchaser may revise his
intended investment amount upward by submitting a written and signed request.
Such a revision will not change the original expiration date. 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 investor will pay the increased amount of sales charge as
described below. Purchases made within 90 days before signing an LOI will be
applied toward completion of the LOI. The LOI effective date will be the date of
the first purchase within the 90-day period. The Transfer Agent will process
necessary adjustments upon the expiration or completion date of the LOI.
Purchases made more than 90 days before signing an LOI will be applied toward
completion of the LOI based on the value of the shares purchased calculated at
the public offering price on the effective date of the LOI.
To assure compliance with the provisions of the 1940 Act, out of the initial
purchase (or subsequent purchases if necessary) the Transfer Agent will escrow
in the form of shares an appropriate dollar amount (computed to the nearest full
share). 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 amount actually purchased. If the
purchaser does not pay such difference within 20 days of the expiration date, he
irrevocably constitutes and appoints the Transfer Agent as his attorney to
surrender for redemption any or all shares, to make up such difference within 60
days of the expiration date.
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<PAGE> 63
If at any time before completing the LOI Program, the purchaser wishes to
cancel the agreement, he must give written notice to AIM Distributors. If at any
time before completing the LOI Program the purchaser requests the Transfer Agent
to liquidate or transfer beneficial ownership of his total shares, a
cancellation of the LOI will automatically be effected. 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.
(2) RIGHTS OF ACCUMULATION. A "purchaser," as previously defined, may also
qualify for reduced initial sales charges based upon such purchaser's existing
investment in shares of any of the AIM Funds (except for (i) AIM TAX-EXEMPT CASH
FUND and Class C shares of AIM MONEY MARKET FUND and (ii) Class B shares of the
Multiple Class Funds) at the time of the proposed purchase. 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. 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 (except for (i) AIM TAX-EXEMPT CASH FUND and
Class C shares of AIM MONEY MARKET FUND and (ii) Class B shares of the Multiple
Class Funds) owned by such purchaser, calculated at their then current public
offering price. If a purchaser so qualifies for a reduced sales charge, the
reduced sales charge applies to the total amount of money then being invested by
such purchaser and not just to the portion that exceeds the breakpoint above
which a reduced sales charge applies. 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 AFS 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.
PURCHASES AT NET ASSET VALUE. Purchases of shares of any of the AIM Funds at
net asset value (without payment of an initial sales charge) may be made in
connection with: (a) the reinvestment of dividends and distributions from a fund
(see "Dividends, Distributions and Tax Matters"); (b) exchanges of shares of
certain other funds (see "Exchange Privilege"); (c) use of the reinstatement
privilege (see "How to Redeem Shares"); or (d) a merger, consolidation or
acquisition of assets of a fund.
Shareholders of record of Class A shares of AIM WEINGARTEN FUND and AIM
CONSTELLATION FUND on September 8, 1986, and shareholders of record of Class A
shares of AIM CHARTER FUND on November 17, 1986, may purchase additional Class A
shares of the particular AIM Fund(s) whose shares they owned on such date, at
net asset value (without payment of a sales charge) for as long as they
continuously own Class A shares of such AIM Fund(s) having a market value of at
least $500. In addition, discretionary advised clients of any investment
advisors whose clients held Class A shares of AIM WEINGARTEN FUND or AIM
CONSTELLATION FUND on September 8, 1986, or who held Class A shares of AIM
CHARTER FUND on November 17, 1986, and have held such Class A shares at all
times subsequent to such date, may purchase Class A shares of the applicable AIM
Fund(s) at the net asset value of such shares.
The following persons may purchase shares of the AIM Funds through AIM
Distributors without payment of an initial sales charge: (a) A I M Management
Group Inc. ("AIM Management") and its affiliated companies; (b) any current or
retired officer, director, trustee or employee, or any member of the immediate
family (including spouse, minor children, parents and parents of spouse) of any
such person, of AIM Management or its affiliates or of certain mutual funds
which are advised or managed by AIM, or any trust established exclusively for
the benefit of such persons; (c) any employee benefit plan established for
employees of AIM Management or its affiliates; (d) any current or retired
officer, director, trustee or employee, or any member of the immediate family
(including spouse, minor children, parents and parents of spouse) of any such
person, or of CIGNA Corporation or of any of its affiliated companies, or of
First Data Investor Services Group (formerly The Shareholders Services Group,
Inc.); (e) any investment company sponsored by CIGNA Investments, Inc. or any of
its affiliated companies for the benefit of its directors' deferred compensation
plans; (f) discretionary advised clients of AIM or AIM Capital; (g) registered
representatives and employees of dealers who have entered into agreements with
AIM Distributors (or financial institutions that have arrangements with such
dealers with respect to the sale of shares of the AIM Funds) and any member of
the immediate family (including spouse, minor children, parents and parents of
spouse) of any such person, provided that purchases at net asset value are
permitted by the policies of such person's employer; and (h) certain
broker-dealers, investment advisers or bank trust departments that provide asset
allocation or similar specialized investment services to their customers, that
charge a minimum annual fee for such services, and that have entered into an
agreement with AIM Distributors with respect to their use of the AIM Funds in
connection with such services.
In addition, shares of any AIM Fund may be purchased at net asset value,
without payment of a sales charge, by pension, profit-sharing or other employee
benefit plans created pursuant to a plan qualified under Section 401 of the Code
or plans under Section 457 of the Code, or employee benefit plans created
pursuant to Section 403(b) of the Code and sponsored by nonprofit organizations
defined under Section 501(c)(3) of the Code. Such plans will qualify for
purchases at net asset value provided that (1) the initial amount invested in
the fund(s) is at least $1,000,000, (2) the sponsor signs a $1,000,000 LOI, or
(3) such shares are purchased by an employer-sponsored plan with at least 100
eligible employees. Section 403(b) plans sponsored by public educational
institutions will not be eligible for net asset value purchases based on the
aggregate investment made by the plan or the number of eligible employees.
Participants in such plans will be eligible for reduced sales charges based
solely on the aggregate value of their individual investments in the applicable
AIM Fund. PLEASE NOTE THAT TAX-EXEMPT FUNDS ARE NOT APPROPRIATE INVESTMENTS FOR
SUCH PLANS. AIM
BF 12/95
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<PAGE> 64
Distributors may pay investment dealers or other financial service firms up to
1.00% of the net asset value of any shares of the Load Funds (as defined on page
A-10 herein), up to 0.10% of the net asset value of any shares of AIM LIMITED
MATURITY TREASURY SHARES, and up to 0.25% of the net asset value of any shares
of all other AIM Funds sold at net asset value to an employee benefit plan in
accordance with this paragraph.
Class A shares of AIM WEINGARTEN FUND and AIM CONSTELLATION FUND may be
deposited at net asset value, without payment of a sales charge, in G/SET series
unit investment trusts, whose portfolios consist exclusively of Class A shares
of AIM WEINGARTEN FUND or AIM CONSTELLATION FUND and stripped United States
Treasury issued notes or bonds bearing no current interest ("Treasury
Obligations"). Class A shares of such funds may also be purchased at net asset
value by other unit investment trusts approved by the Board of Directors of AIM
Equity Funds, Inc. Unit holders of such trusts may elect to invest cash
distributions from such trusts in Class A shares of AIM WEINGARTEN FUND or AIM
CONSTELLATION FUND at net asset value, including: (a) distributions of any
dividend income or other income received by such trusts; (b) distributions of
any net capital gains received in respect of Class A shares of AIM WEINGARTEN
FUND or AIM CONSTELLATION FUND and proceeds of the sale of Class A shares of AIM
WEINGARTEN FUND or AIM CONSTELLATION FUND used to redeem units of such trusts;
and (c) proceeds from the maturity of the Treasury Obligations at the
termination dates of such trusts. Prior to the termination dates of such trusts,
a unit holder may invest the proceeds from the redemption or repurchase of his
units in Class A shares of AIM WEINGARTEN FUND or AIM CONSTELLATION FUND at net
asset value, provided: (a) that the investment in Class A shares of AIM
WEINGARTEN FUND or AIM CONSTELLATION FUND is effected within 30 days of such
redemption or repurchase; and (b) that the unit holder or his dealer provides
AIM Distributors with a letter which: (i) identifies the name, address and
telephone number of the dealer who sold to the unit holder the units to be
redeemed or repurchased; and (ii) states that the investment in Class A shares
of AIM WEINGARTEN FUND or AIM CONSTELLATION FUND is being funded exclusively by
the proceeds from the redemption or repurchase of units of such trusts.
FOR ANY FUND NAMED ON THE COVER PAGE OF THIS PROSPECTUS, AIM DISTRIBUTORS AND
ITS AGENTS RESERVE THE RIGHT AT ANY TIME (1) TO WITHDRAW ALL OR ANY PART OF THE
OFFERING MADE BY THIS PROSPECTUS; (2) TO REJECT ANY PURCHASE OR EXCHANGE ORDER
OR TO CANCEL ANY PURCHASE DUE TO NONPAYMENT OF THE PURCHASE PRICE; (3) TO
INCREASE, WAIVE OR LOWER THE MINIMUM INVESTMENT REQUIREMENTS; OR (4) TO MODIFY
ANY OF THE TERMS OR CONDITIONS OF PURCHASE OF SHARES OF SUCH FUND. For any fund
named on the cover page, AIM Distributors and its agents will use their best
efforts to provide notice of any such actions through correspondence with
broker-dealers and existing shareholders, supplements to the AIM Funds'
prospectuses, or other appropriate means, and will provide sixty (60) days'
notice in the case of termination or material modification to the exchange
privilege discussed under the caption "Exchange Privilege."
- --------------------------------------------------------------------------------
SPECIAL PLANS
Except as noted below, each AIM Fund provides the special plans described
below for the convenience of its shareholders. Once established, there is no
obligation to continue to invest through a plan, and a shareholder may terminate
a plan at any time.
Special plan applications and further information, including details of any
fees which are charged to a shareholder investing through a plan, may be
obtained by written request, directed to AFS at the address provided under "How
to Purchase Shares," or by calling the Client Services Department of AFS at the
phone numbers provided under "How to Purchase Shares." IT IS RECOMMENDED THAT A
SHAREHOLDER CONSIDERING ANY OF THE PLANS DESCRIBED HEREIN CONSULT A TAX ADVISOR
BEFORE COMMENCING PARTICIPATION IN SUCH A PLAN.
SYSTEMATIC WITHDRAWAL PLAN. Under a Systematic Withdrawal Plan, a shareholder
who owns Class A shares of a Multiple Class Fund, Class C shares of AIM Money
Market Fund, or shares of another AIM Fund can arrange for monthly, quarterly or
annual checks in any amount (but not less than $50) to be drawn against the
balance of his account in the designated AIM Fund. Shareholders who own Class B
shares of a Multiple Class Fund can only arrange for monthly or quarterly
withdrawals under a Systematic Withdrawal Plan. Payment of this amount is
normally made on or about the tenth or the twenty-fifth day of each month in
which a payment is to be made. A minimum account balance of $5,000 is required
to establish a Systematic Withdrawal Plan, but there is no requirement
thereafter to maintain any minimum investment. No contingent deferred sales
charge with respect to Class B shares of a Multiple Class Fund will be imposed
on withdrawals made under a Systematic Withdrawal Plan, provided that the
amounts withdrawn under such a plan do not exceed on an annual basis 12% of the
account value at the time the shareholder elects to participate in the
Systematic Withdrawal Plan. Systematic Withdrawal Plans with respect to Class B
shares that exceed on an annual basis 12% of such account will be subject to a
contingent deferred sales charge on the amounts exceeding 12% of the initial
account value.
Under a Systematic Withdrawal Plan, all shares are to be held by the Transfer
Agent and all dividends and distributions are reinvested in shares of the
applicable AIM Fund by the Transfer Agent. To provide funds for payments made
under the Systematic Withdrawal Plan, the Transfer Agent redeems sufficient full
and fractional shares at their net asset value in effect at the time of each
such redemption.
Payments under a Systematic Withdrawal Plan constitute taxable events. Since
such payments are funded by the redemption of shares, they may result in a
return of capital and in capital gains or losses, rather than in ordinary
income. Because sales charges are
BF 12/95
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<PAGE> 65
imposed on additional purchases of shares (other than Class B Shares and Class C
Shares of the Multiple Class Funds), it is disadvantageous to effect such
purchases while a Systematic Withdrawal Plan is in effect.
The Systematic Withdrawal Plan may be terminated at any time upon 10 days'
prior notice to AFS. Each AIM Fund bears its share of the cost of operating the
Systematic Withdrawal Plan. Each AIM Fund reserves the right to initiate a fee
for each withdrawal (not to exceed its cost), but there is no present intent to
do so.
AUTOMATIC INVESTMENT PLAN. Shareholders who wish to make monthly or quarterly
investments may establish an Automatic Investment Plan. Under this plan, on or
about the tenth and/or twenty-fifth day of the applicable month, a draft is
drawn on the shareholder's bank account in the amount specified by the
shareholder (minimum $50 per investment, per account). The proceeds of the draft
are invested in shares of the designated AIM Fund at the applicable offering
price determined on the date of the draft. An Automatic Investment Plan may be
discontinued upon 10 days' prior notice to the Transfer Agent or AIM
Distributors.
AUTOMATIC DIVIDEND INVESTMENT PLAN. Shareholders may elect to have all
dividends and distributions declared by an AIM Fund paid in cash or invested at
net asset value, without payment of an initial sales charge, either in shares of
the same AIM Fund or invested in shares of another AIM Fund. For each of the
Multiple Class Funds, dividends and distributions attributable to Class A shares
may be reinvested in Class A shares of the same fund, in Class A shares of
another Multiple Class Fund or in shares of another AIM Fund which is not a
Multiple Class Fund; dividends and distributions attributable to Class B shares
may be reinvested in Class B shares of the same fund or in Class B shares of
another Multiple Class Fund; and dividends and distributions attributable to
Class C shares of AIM MONEY MARKET FUND may be reinvested in additional shares
of such fund, in Class A shares of another Multiple Class Fund or in shares of
another AIM Fund which is not a Multiple Class Fund. See "Dividends,
Distributions and Tax Matters -- Dividends and Distributions" for a description
of payment dates for these options. In order to qualify to have dividends and
distributions of one AIM Fund invested in shares of another AIM Fund, the
following conditions must be satisfied: (a) the shareholder must have an account
balance in the dividend paying fund of at least $5,000; (b) the account must be
held in the name of the shareholder (i.e., the account may not be held in
nominee name); and (c) the shareholder must have requested and completed an
authorization relating to the reinvestment of dividends into another AIM Fund.
An authorization may be given on the account application or on an authorization
form available from AIM Distributors. An AIM Fund will waive the $5,000 minimum
account value requirement if the shareholder has an account in the fund selected
to receive the dividends and distributions with a value of at least $500.
DOLLAR COST AVERAGING. Shareholders may elect to have a specified amount
automatically exchanged, either monthly or quarterly (on or about the 10th or
25th day of the applicable month), from one of their accounts into one or more
AIM Funds, subject to the terms and conditions described under the caption
"Exchange Privilege -- Terms and Conditions of Exchanges." The account from
which exchanges are to be made must have a value of at least $5,000 when a
shareholder elects to begin this program, and the exchange minimum is $50 per
transaction. All of the accounts that are part of this program must have
identical registrations. The net asset value of shares purchased under this
program may vary, and may be more or less advantageous than if shares were not
exchanged automatically. There is no charge for entering the Dollar Cost
Averaging program. Sales charges may apply, as described under the caption
"Exchange Privilege."
PROTOTYPE RETIREMENT PLANS. The AIM Funds (except for AIM TAX-FREE
INTERMEDIATE SHARES, AIM TAX-EXEMPT CASH FUND, AIM MUNICIPAL BOND FUND and AIM
TAX-EXEMPT BOND FUND OF CONNECTICUT) have made the following prototype
retirement plans available to corporations, individuals and employees of
non-profit organizations and public schools: combination money-
purchase/profit-sharing plans; 403(b) plans; IRA plans; and SEP plans
(collectively, "retirement accounts"). Information concerning these plans,
including the custodian's fees and the forms necessary to adopt such plans, can
be obtained by calling or writing the AIM Funds or AIM Distributors. Shares of
the AIM Funds are also available for investment through existing 401(k) plans
(for both individuals and employers) adopted under the Code. The plan custodian
currently imposes an annual $10 maintenance fee with respect to each retirement
account for which it serves as the custodian. This fee is generally charged in
December. Each AIM Fund and/or the custodian reserve the right to change this
maintenance fee and to initiate an establishment fee (not to exceed its cost).
BF 12/95
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- --------------------------------------------------------------------------------
EXCHANGE PRIVILEGE
TERMS AND CONDITIONS OF EXCHANGES. Shareholders of the AIM Funds may
participate in an exchange privilege as described below. The exchange 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. AIM Distributors acts as distributor for the AIM Funds,
which represent a range of different investment objectives and policies. As set
forth under the caption "Terms and Conditions of Purchase of the AIM
Funds -- Sales Charges and Dealer Concessions," shares of certain of the AIM
Funds, including the Class A shares of the Multiple Class Funds, referred to
herein as the "Load Funds," are sold at a public offering price that includes a
maximum sales charge of 5.50% or 4.75% of the public offering price of such
shares; shares of certain of the AIM Funds, referred to herein as the "Lower
Load Funds," are sold at a public offering price that includes a maximum sales
charge of 1.00% of the public offering price of such shares; and shares of
certain other funds, including the Class C shares of AIM MONEY MARKET FUND,
referred to herein as the "No Load Funds," are sold at net asset value, without
payment of a sales charge.
<TABLE>
<S> <C> <C>
LOAD FUNDS: LOWER LOAD FUNDS:
AIM AGGRESSIVE GROWTH AIM GROWTH FUND -- CLASS A AIM LIMITED MATURITY TREASURY SHARES
FUND -- CLASS A AIM HIGH YIELD FUND -- CLASS A AIM TAX-FREE INTERMEDIATE SHARES
AIM BALANCED FUND -- CLASS A AIM INCOME FUND -- CLASS A
AIM BLUE CHIP FUND -- CLASS A AIM INTERMEDIATE GOVERNMENT NO LOAD FUNDS:
AIM CAPITAL DEVELOPMENT FUND -- CLASS A AIM MONEY MARKET FUND -- CLASS C
FUND -- CLASS A AIM INTERNATIONAL EQUITY AIM TAX-EXEMPT CASH FUND
AIM CHARTER FUND -- CLASS A FUND -- CLASS A
AIM CONSTELLATION AIM MONEY MARKET
FUND -- CLASS A FUND -- CLASS A
AIM GLOBAL AGGRESSIVE GROWTH AIM MUNICIPAL BOND
FUND -- CLASS A FUND -- CLASS A
AIM GLOBAL GROWTH AIM TAX-EXEMPT BOND FUND
FUND -- CLASS A OF CONNECTICUT
AIM GLOBAL INCOME AIM VALUE FUND -- CLASS A
FUND -- CLASS A AIM WEINGARTEN FUND -- CLASS A
AIM GLOBAL UTILITIES
FUND -- CLASS A
</TABLE>
Shares of any AIM Fund may be exchanged for shares of any other AIM Fund,
except that (i) Load Fund share purchases of $1,000,000 or more which are
subject to a contingent deferred sales charge may not be exchanged for Lower
Load Funds or for AIM TAX-EXEMPT CASH FUND; (ii) Lower Load Fund share purchases
of $1,000,000 or more and No Load Fund purchases may be exchanged for Load Fund
shares in amounts of $1,000,000 or more which will then be subject to a
contingent deferred sales charge; however, for purposes of calculating the
contingent deferred sales charge on the Load Fund shares acquired, the 18-month
period shall be computed from the date of such exchange; (iii) Class A shares
and shares of all other AIM Funds may not be exchanged for Class B shares; (iv)
Class B shares may be exchanged only for Class B shares; and (v) Class C shares
of AIM MONEY MARKET FUND may not be exchanged for Class A shares of AIM MONEY
MARKET FUND or for Class B shares. For shares initially purchased prior to
November 20, 1995, the exchange conditions in (i) and (ii) above will apply
effective January 16, 1996. DEPENDING UPON THE FUND FROM WHICH AND INTO WHICH AN
EXCHANGE IS BEING MADE, SHARES BEING ACQUIRED IN AN EXCHANGE MAY BE ACQUIRED AT
THEIR OFFERING PRICE OR AT THEIR NET ASSET VALUE (WITHOUT PAYMENT OF A SALES
CHARGE) AS SET FORTH IN THE TABLE BELOW FOR SHARES INITIALLY PURCHASED PRIOR TO
MAY 1, 1994:
<TABLE>
<CAPTION>
MULTIPLE CLASS
LOWER LOAD NO LOAD FUNDS:
FROM: TO: LOAD FUNDS FUNDS FUNDS CLASS B
- ---------------- ----------------- --------------------- ---------------- --------------
<S> <C> <C> <C> <C>
Load Funds...... Net Asset Value Net Asset Value Net Asset Value Not
Applicable
Lower Load Net Asset Value if shares were held Net Asset Value Net Asset Value Not
Funds......... for at least 30 days; or if shares Applicable
were acquired upon exchange of any
Load Fund; or if shares were acquired
upon exchange from any Lower Load
Fund and such shares were held for at
least 30 days. (No exchange privilege
is available for the first 30 days
following the purchase of the Lower
Load Fund shares.)
</TABLE>
(Table continued on following page)
BF 12/95
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<PAGE> 67
<TABLE>
<CAPTION>
MULTIPLE CLASS
LOWER LOAD NO LOAD FUNDS:
FROM: TO: LOAD FUNDS FUNDS FUNDS CLASS B
- ---------------- ----------------- --------------------- ---------------- --------------
<S> <C> <C> <C> <C>
No Load Funds... Offering Price if No Load shares were Net Asset Value if No Net Asset Value Not
directly purchased. Net Asset Value Load shares were Applicable
if No Load shares were acquired upon acquired upon
exchange of shares of any Load Fund exchange of shares of
or any Lower Load Fund; Net Asset any Load Fund or any
Value if No Load shares were acquired Lower Load Fund;
upon exchange of Lower Load Fund otherwise,
shares and were held for at least 30 Offering Price.
days following the purchase of the
Lower Load Fund shares. (No exchange
privilege is available for the first
30 days following the acquisition of
the Lower Load Fund shares.)
Multiple Class
Funds:
Class B....... Not Applicable Not Applicable Not Applicable Net Asset
Value
FOR SHARES INITIALLY PURCHASED ON OR AFTER MAY 1, 1994, THE FOREGOING TABLE IS REVISED AS FOLLOWS:
Load Funds...... Net Asset Value Net Asset Value Net Asset Value Not
Applicable
Lower Load Net Asset Value if shares were Net Asset Value Net Asset Value Not
Funds......... acquired upon exchange of any Load Applicable
Fund. Otherwise, difference in sales
charge will apply.
No Load Funds... Offering Price if No Load shares were Net Asset Value if No Net Asset Value Not
directly purchased. Net Asset Value Load shares were Applicable
if No Load shares were acquired upon acquired upon
exchange of shares of any Load Fund. exchange of shares of
Difference in sales charge will apply any Load Fund or any
if No Load shares were acquired upon Lower Load Fund;
exchange of Lower Load Fund shares. otherwise, Offering
Price.
Multiple Class
Funds:
Class B....... Not Applicable Not Applicable Not Applicable Net Asset
Value
</TABLE>
An exchange is permitted only in the following circumstances: (a) if the funds
offer more than one class of shares, the exchange must be between the same class
of shares (e.g., Class A and Class B shares of a Multiple Class Fund cannot be
exchanged for each other), except that Class C shares of AIM MONEY MARKET FUND
may be exchanged for Class A shares of another Multiple Class Fund; (b) the
dollar amount of the exchange must be at least equal to the minimum investment
applicable to the shares of the fund acquired through such exchange; (c) the
shares of the fund acquired through exchange must be qualified for sale in the
state in which the shareholder resides; (d) the exchange must be made between
accounts having identical registrations and addresses; (e) the full amount of
the purchase price for the shares being exchanged must have already been
received by the fund; (f) the account from which shares have been exchanged must
be coded as having a certified taxpayer identification number on file or, in the
alternative, an appropriate Internal Revenue Service ("IRS") Form W-8
(certificate of foreign status) or Form W-9 (certifying exempt status) must have
been received by the fund; (g) newly acquired shares (through either an initial
or subsequent investment) are held in an account for at least ten business days,
and all other shares are held in an account for at least one day, prior to the
exchange; and (h) certificates representing shares must be returned before
shares can be exchanged.
THE CURRENT PROSPECTUS OF EACH OF THE AIM FUNDS AND CURRENT INFORMATION
CONCERNING THE OPERATION OF THE EXCHANGE PRIVILEGE ARE AVAILABLE THROUGH AIM
DISTRIBUTORS OR THROUGH ANY DEALER WHO HAS EXECUTED AN APPLICABLE AGREEMENT WITH
AIM DISTRIBUTORS. BEFORE EXCHANGING SHARES, INVESTORS SHOULD REVIEW THE
PROSPECTUSES OF THE FUNDS WHOSE SHARES WILL BE ACQUIRED THROUGH EXCHANGE.
EXCHANGES OF SHARES ARE CONSIDERED TO BE SALES FOR FEDERAL AND STATE INCOME TAX
PURPOSES AND MAY RESULT IN A TAXABLE GAIN OR LOSS TO A SHAREHOLDER.
THE EXCHANGE PRIVILEGE IS NOT AN OPTION OR RIGHT TO PURCHASE SHARES BUT IS
PERMITTED UNDER THE RESPECTIVE POLICIES OF THE PARTICIPATING FUNDS, AND MAY BE
MODIFIED OR DISCONTINUED BY ANY OF SUCH FUNDS OR BY AIM DISTRIBUTORS AT ANY
TIME, AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, WITHOUT NOTICE.
There is no fee for exchanges among the AIM Funds. A service fee of $5 per
transaction may, however, be charged by AIM Distributors on accounts of market
timing investment firms to help to defray the costs of maintaining an automated
exchange service. This service fee will be charged against the market timing
account from which shares are being exchanged.
Shares to be exchanged are redeemed at their net asset value as determined at
the close of business on the day that an exchange request in proper form
(described below) is received by AFS in its Houston, Texas office, provided that
such request is received prior to 4:00 p.m. Eastern Time. Exchange requests
received after this time will result in the redemption of shares at their net
asset value as determined at the close of business on the next business day.
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 by AIM Distributors, 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
exchang-
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<PAGE> 68
ing into a fund paying daily dividends (See "Dividends, Distributions and Tax
Matters -- Dividends and Distributions," below), 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.
Shares purchased by check may not be exchanged until it is determined that the
check has cleared, which may take up to ten business days from the date that the
check is received. See "Terms and Conditions of Purchase of the AIM
Funds -- Timing of Purchase Orders."
In the event of unusual market conditions, AIM Distributors reserves the right
to reject any exchange request, if, in the judgment of AIM Distributors, the
number of requests or the total value of the shares that are the subject of the
exchange places a material burden on a fund. For example, the number of
exchanges by investment managers making market timing exchanges may be limited.
EXCHANGES BY MAIL. Investors exchanging their shares by mail should send a
written request to AFS. The request should contain the account registration and
account number, the dollar amount or number of shares to be exchanged, and the
names of the funds from which and into which the exchange is to be made. The
request should comply with all of the requirements for redemption by mail,
except those required for redemption of IRAs. See "How to Redeem Shares."
EXCHANGES BY TELEPHONE. Shareholders or their agents may request an exchange
by telephone. If a shareholder does not wish to allow telephone exchanges by any
person in his account, he should decline that option on the account application.
AIM Distributors has made arrangements with certain dealers and investment
advisory firms to accept telephone instructions to exchange shares between any
of the AIM Funds. AIM Distributors reserves the right to impose conditions on
dealers or investment advisors who make telephone exchanges of shares of the
funds, including the condition that any such dealer or investment advisor enter
into an agreement (which contains additional conditions with respect to
exchanges of shares) with AIM Distributors. To exchange shares by telephone, a
shareholder, dealer or investment advisor who has satisfied the foregoing
conditions must call AFS at the appropriate telephone number indicated under the
caption "How to Purchase Shares." If a shareholder is unable to reach AFS by
telephone, he may also request exchanges by telegraph or use overnight courier
services to expedite exchanges by mail, which will be effective on the business
day received by the applicable fund(s) as long as such request is received prior
to 4:00 p.m. Eastern Time. The Transfer Agent and AIM Distributors will not be
liable for any loss, expense or cost arising out of any telephone exchange
request that they reasonably believe 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 transaction.
EXCHANGES OF CLASS B SHARES. A contingent deferred sales charge will not be
imposed in connection with exchanges among Class B shares of Multiple Class
Funds. For purposes of determining a shareholder's holding period of Class B
shares in the calculation of the applicable contingent deferred sales charge,
the period of time during which Class B shares were held prior to an exchange
will be added to the holding period of Class B shares acquired in an exchange.
- --------------------------------------------------------------------------------
HOW TO REDEEM SHARES
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 obligation of the fund(s) named on the cover page to redeem
shares, AIM Distributors also repurchases shares. Although a contingent deferred
sales charge may be applicable to certain redemptions, as described below, there
is no redemption fee imposed when shares are redeemed or repurchased; however,
dealers may charge service fees for handling repurchase transactions.
MULTIPLE DISTRIBUTION SYSTEM. Class B shares purchased under the Multiple
Distribution System may be redeemed on any business day of a Multiple Class Fund
at the net asset value per share next determined following receipt of the
redemption order, as described under the caption "Timing and Pricing of
Redemption Orders," less the applicable contingent deferred sales charge shown
in the table below. No deferred sales charge will be imposed (i) on redemptions
of Class B shares following six years from the date such shares were purchased,
(ii) on Class B shares acquired through reinvestments of dividends and
distributions attributable to Class B shares or (iii) on amounts that represent
capital appreciation in the shareholder's account above the purchase price of
the Class B shares.
<TABLE>
<CAPTION>
YEAR CONTINGENT DEFERRED
SINCE SALES CHARGE AS
PURCHASE % OF DOLLAR AMOUNT
MADE SUBJECT TO CHARGE
---------- --------------------
<S> <C>
First...................................................... 5%
Second..................................................... 4%
Third...................................................... 3%
Fourth..................................................... 3%
Fifth...................................................... 2%
Sixth...................................................... 1%
Seventh and Following...................................... None
</TABLE>
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In determining whether a contingent deferred sales charge is applicable, it
will be assumed that a redemption is made first, of any shares held in the
shareholder's account that are not subject to such charge; second, of shares
derived from reinvestment of dividends and distributions; third, of shares held
for more than six years from the date such shares were purchased; and fourth, of
shares held less than six years from the date such shares were purchased. The
applicable sales charge will be applied against the lesser of the current market
value of shares redeemed or their original cost.
Contingent deferred sales charges on Class B shares will be waived on
redemptions (1) following the registered shareholder's (or in the case of joint
accounts, all registered joint owners') death or disability, as defined in
Section 72(m)(7) of the Code (provided AIM Distributors is notified of such
death or disability at the time of the redemption request and is provided with
satisfactory evidence of such death or disability), (2) in connection with
certain distributions from individual retirement accounts, custodial accounts
maintained pursuant to Code Section 403(b), deferred compensation plans
qualified under Code Section 457 and plans qualified under Code Section 401
(collectively, "Retirement Plans"), (3) pursuant to a Systematic Withdrawal
Plan, provided that amounts withdrawn under such plan do not exceed on an annual
basis 12% of the value of the shareholder's investment in Class B shares at the
time the shareholder elects to participate in the Systematic Withdrawal Plan,
(4) effected pursuant to the right of a Multiple Class Fund to liquidate a
shareholder's account if the aggregate net asset value of shares held in the
account is less than the designated minimum account size described in the
prospectus of such Multiple Class Fund and (5) effected by AIM of its investment
in Class B shares. Waiver category (1) above applies only to redemptions: (i)
made within one year following death or initial determination of disability and
(ii) of Class B shares held at the time of death or initial determination of
disability. Waiver category (2) above applies only to redemptions resulting
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 which does not exceed 12% annually of the participant's or
beneficiary's account value; (ii) in kind transfers of assets where the
participant or beneficiary notifies AIM Distributors of such transfer no later
than the time such transfer occurs; (iii) tax-free rollovers or transfers of
assets to another Retirement Plan invested in Class B shares of one or more
Multiple Class Funds; (iv) tax-free returns of excess contributions or returns
of excess deferral amounts; and (v) distributions upon the death or disability
(as defined in the Code) of the participant or beneficiary.
CONTINGENT DEFERRED SALES CHARGE PROGRAM FOR LARGE PURCHASES. Except for
purchases of Class B shares of a Multiple Class Fund and purchases of shares of
the No Load Funds and Lower Load Funds, a contingent deferred sales charge of 1%
applies to purchases of $1,000,000 or more that are redeemed within 18 months of
the date of purchase. For a description of the AIM Funds participating in this
program, see "Terms and Conditions of Purchase of the AIM Funds -- Sales Charges
and Dealer Concessions." This charge will be 1% of the lesser of the value of
the shares redeemed (excluding reinvested dividends and capital gain
distributions) or the total original cost of such shares. In determining whether
a contingent deferred sales charge is payable, and the amount of any such
charge, shares not subject to the contingent deferred sales charge are redeemed
first (including shares purchased by reinvested dividends and capital gains
distributions and amounts representing increases from capital appreciation), and
then other shares are redeemed in the order of purchase. No such charge will be
imposed upon exchanges unless the shares acquired by exchange are redeemed
within 18 months of the date the shares were originally purchased. For purposes
of computing this 18-month period (i) shares of any Load Fund or Class C shares
of AIM MONEY MARKET FUND which were acquired through an exchange of shares which
previously were subject to the 1% contingent deferred sales charge will be
credited with the period of time such exchanged shares were held, and (ii)
shares of any Load Fund which are subject to the 1% contingent deferred sales
charge and which were acquired through an exchange of shares of a Lower Load
Fund or a No Load Fund which previously were not subject to the 1% contingent
deferred sales charge will not be credited with the period of time such
exchanged shares were held. The charge will be waived in the following
circumstances: (1) redemptions of shares by employee benefit plans ("Plans")
qualified under Sections 401 or 457 of the Code, or Plans created under Section
403(b) of the Code and sponsored by nonprofit organizations as defined under
Section 501(c)(3) of the Code, where (a) the initial amount invested by a Plan
in one or more of the AIM Funds is at least $1,000,000, (b) the sponsor of a
Plan signs a letter of intent to invest at least $1,000,000 in one or more of
the AIM Funds, or (c) the shares being redeemed were purchased by an
employer-sponsored Plan with at least 100 eligible employees; provided, however,
that Plans created under Section 403(b) of the Code which are sponsored by
public educational institutions shall qualify under (a), (b) or (c) above on the
basis of the value of each Plan participant's aggregate investment in the AIM
Funds, and not on the aggregate investment made by the Plan or on the number of
eligible employees; (2) redemptions of shares following the registered
shareholder's (or in the case of joint accounts, all registered joint owners')
death or disability, as defined in Section 72(m)(7) of the Code; (3) redemptions
of shares purchased at net asset value by private foundations or endowment funds
where the initial amount invested was at least $1,000,000; and (4) redemptions
of shares purchased by an investor in amounts of $1,000,000 or more where such
investor's dealer of record, due to the nature of the investor's account,
notifies AIM Distributors prior to the time of investment that the dealer waives
the payments otherwise payable to the dealer as described in the third paragraph
under the caption "Terms and Conditions of Purchase of the AIM Funds -- All
Groups of AIM Funds."
REDEMPTIONS BY MAIL. Redemption requests must be in writing and sent to the
Transfer Agent. Upon receipt of a redemption request in proper form, payment
will be made as soon as practicable, but in any event will normally be made
within seven days after receipt. However, in the event of a redemption of shares
purchased by check, the investor may be required to wait up to ten business days
before the redemption proceeds are sent. See "Terms and Conditions of Purchase
of the AIM Funds -- Timing of Purchase Orders."
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Requests for redemption must include: (a) original signatures of each
registered owner exactly as the shares are registered; (b) the Fund and the
account number of shares to be redeemed; (c) share certificates, either properly
endorsed or accompanied by a duly executed stock power, for the shares to be
redeemed if such certificates have been issued and the shares are not in the
custody of the Transfer Agent; (d) signature guarantees, as described below; and
(e) any additional documents that may be required for redemption by
corporations, partnerships, trusts or other entities. The burden is on the
shareholder to inquire as to whether any additional documentation is required.
Any request not in proper form may be rejected and in such case must be renewed
in writing.
In addition to these requirements, shareholders who have invested in a fund to
establish an IRA, should include the following information along with a written
request for either partial or full liquidation of fund shares: (a) a statement
as to whether or not the shareholder has attained age 59 1/2; and (b) a
statement as to whether or not the shareholder elects to have federal income tax
withheld from the proceeds of the liquidation.
REDEMPTIONS BY TELEPHONE. Shareholders may request a redemption by telephone.
If a shareholder does not wish to allow telephone redemptions by any person in
his account, he should decline that option on the account application. The
telephone redemption feature can be used only if: (a) the redemption proceeds
are to be mailed to the address of record or wired to the pre-authorized bank
account as indicated on the account application; (b) there has been no change of
address of record on the account within the preceding 30 days; (c) the shares to
be redeemed are not in certificate form; (d) the person requesting the
redemption can provide proper identification information; and (e) the proceeds
of the redemption do not exceed $50,000. Accounts in AIM Distributors' prototype
retirement plans (such as IRA and IRA/SEP) or 403(b) plans are not eligible for
the telephone redemption option. AIM Distributors has made arrangements with
certain dealers and investment advisors to accept telephone instructions for the
redemption of shares. AIM Distributors reserves the right to impose conditions
on these dealers and investment advisors, including the condition that they
enter into agreements (which contain additional conditions with respect to the
redemption of shares) with AIM Distributors. The Transfer Agent and AIM
Distributors will not be liable for any loss, expense or cost arising out of any
telephone redemption request effected in accordance with the authorization set
forth at that item of the account application 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 transaction.
EXPEDITED REDEMPTIONS (AIM MONEY MARKET FUND ONLY). If a redemption order is
received prior to 11:30 a.m. Eastern Time, the redemption will be effective on
that day and AIM MONEY MARKET FUND will endeavor to transmit payment on that
same business day. If the redemption order is received after 11:30 a.m. and
prior to 4:00 p.m. Eastern Time, the redemption will be made at the net asset
value determined at 4:00 p.m. Eastern Time and payment will generally be
transmitted on the next business day.
REDEMPTIONS BY CHECK (AIM TAX-EXEMPT CASH FUND and Class C Shares of AIM MONEY
MARKET FUND). After completing the appropriate authorization form, shareholders
may use checks to effect redemptions from AIM TAX-EXEMPT CASH FUND and the Class
C Shares of AIM MONEY MARKET FUND. This privilege does not apply to retirement
accounts or qualified plans. Checks may be drawn in any amount of $250 or more.
Checks drawn against insufficient shares in the account, against shares held
less than ten business days, or in amounts of less than the applicable minimum
will be returned to the payee. The payee of the check may cash or deposit it in
the same way as an ordinary bank check. When a check is presented to the
Transfer Agent for payment, the Transfer Agent will cause a sufficient number of
shares of such fund to be redeemed to cover the amount of the check.
Shareholders are entitled to dividends on the shares redeemed through the day on
which the check is presented to the Transfer Agent for payment.
TIMING AND PRICING OF REDEMPTION ORDERS. Shares of the various AIM Funds are
redeemed at their net asset value next computed after a request for redemption
in proper form (including signature guarantees and other required documentation
for written redemptions) is received by the Transfer Agent, except that Class B
shares of the Multiple Class Funds, and Class A shares of the Multiple Class
Funds and shares of the other AIM Funds that are subject to the contingent
deferred sales charge program for large purchases described above, may be
subject to the imposition of deferred sales charges that will be deducted from
the redemption proceeds. See "Multiple Distribution System" and "Contingent
Deferred Sales Charge Program for Large Purchases." Orders for the redemption of
shares received in proper form by dealers prior to 4:00 p.m. Eastern Time on any
business day of an AIM Fund and either received by the Transfer Agent in its
Houston, Texas office prior to 5:00 p.m. Central Time on that day or transmitted
by dealers to the Transfer Agent through the facilities of NSCC by 7:00 p.m.
Eastern Time on that day, will be confirmed at the price determined as of the
close of that day. Orders received by dealers after 4:00 p.m. Eastern Time will
be confirmed at the price determined on the next business day of an AIM Fund. It
is the responsibility of the dealer to ensure that all orders are transmitted on
a timely basis to the Transfer Agent through the facilities of NSCC. Any
resulting loss from the dealer's failure to submit a request for redemption
within the prescribed time frame will be borne by that dealer. Telephone
redemption requests must be made by 4:00 p.m. Eastern Time on any business day
of an AIM Fund and will be confirmed at the price determined as of the close of
that day. No AIM Fund will accept requests which specify a particular date for
redemption or which specify any special conditions.
Payment of the proceeds of redeemed shares is normally mailed within seven
days following the redemption date. However, in the event of a redemption of
shares purchased by check, the investor may be required to wait up to ten
business days before the redemption proceeds are sent. See "Terms and Conditions
of Purchase of the AIM Funds -- Timing of Purchase Orders." A charge for special
BF 12/95
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<PAGE> 71
handling (such as wiring of funds or expedited delivery services) may be made by
the Transfer Agent. The right of redemption may not be suspended or the date of
payment upon redemption postponed except under unusual circumstances such as
when trading on the NYSE is restricted or suspended. Payment of the proceeds of
redemptions relating to shares for which checks sent in payment have not yet
cleared will be delayed until it is determined that the check has cleared, which
may take up to ten business days from the date that the check is received.
SIGNATURE GUARANTEES. A signature guarantee is designed to protect the
investor, the AIM Funds, AIM Distributors, and their agents by verifying the
signature of each investor seeking to redeem, transfer, or exchange shares of an
AIM Fund. Examples of when signature guarantees are required are: (1)
redemptions by mail in excess of $50,000; (2) redemptions by mail if the
proceeds are to be paid to someone other than the name(s) in which the account
is registered; (3) written redemptions requesting proceeds to be sent by wire to
other than the bank of record for the account; (4) redemptions requesting
proceeds to be sent to a new address or an address that has been changed within
the past 30 days; (5) requests to transfer the registration of shares to another
owner; (6) telephone exchange and telephone redemption authorization forms; (7)
changes in previously designated wiring instructions; and (8) written
redemptions or exchanges of shares previously reported as lost, whether or not
the redemption amount is under $50,000 or the proceeds are to be sent to the
address of record. These requirements may be waived or modified upon notice to
shareholders.
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 Securities and
Exchange Commission ("SEC"), and further provided that such guarantor
institution is listed in one of the reference guides contained in the Transfer
Agent's current Signature Guarantee Standards and Procedures, such as certain
domestic banks, credit unions, securities dealers, or securities exchanges. The
Transfer Agent will also accept signatures with either: (1) a signature
guaranteed with a medallion stamp of the STAMP Program, or (2) a signature
guaranteed with a medallion stamp of the NYSE Medallion Signature Program,
provided that in either event, the amount of the transaction involved does not
exceed the surety coverage amount indicated on the medallion. For information
regarding whether a particular institution or organization qualifies as an
"eligible guarantor institution," an investor should contact the Client Services
Department of AFS.
REINSTATEMENT PRIVILEGE (CLASS A SHARES ONLY). Within 90 days of a redemption,
a shareholder may invest all or part of the redemption proceeds in shares of the
AIM Fund from which the redemption was made at the net asset value next computed
after receipt by the Transfer Agent of the funds to be reinvested. The
shareholder must ask the Transfer Agent for such privilege at the time of
reinvestment. A realized gain on the redemption is taxable, and reinvestment
will not alter any capital gains payable. If there has been a loss on the
redemption, all of the loss may not be tax deductible, depending on the timing
and amount reinvested. Under the Code, if the redemption proceeds of fund shares
on which a sales charge was paid are reinvested in (or exchanged for) shares of
the same fund within 90 days of the payment of the sales charge, the
shareholder's basis in the fund shares redeemed may not include the amount of
the sales charge paid, thereby reducing the loss or increasing the gain
recognized from the redemption. Each AIM Fund may amend, suspend or cease
offering this privilege at any time as to shares redeemed after the date of such
amendment, suspension or cessation. This privilege may only be exercised once
each year by a shareholder with respect to each AIM Fund.
Shareholders who are assessed a contingent deferred sales charge in connection
with the redemption of Class A shares of the Multiple Class Funds or shares of
any other AIM Fund, and who subsequently reinvest a portion or all of the value
of the redeemed shares in shares of the same AIM Fund within 90 days after such
redemption may do so at net asset value if such privilege is claimed at the time
of reinvestment. Such reinvested proceeds will not be subject to either a
front-end sales charge at the time of reinvestment or an additional contingent
deferred sales charge upon subsequent redemption. In order to exercise this
reinvestment privilege, the shareholder must notify the Transfer Agent of his or
her intent to do so at the time of reinvestment. This reinvestment privilege
does not apply to Class B shares.
- --------------------------------------------------------------------------------
DETERMINATION OF NET ASSET VALUE
The net asset value per share (or share price) of each AIM Fund is determined
as of 4:00 p.m. Eastern Time (12:00 noon and 4:00 p.m. Eastern Time with respect
to AIM MONEY MARKET FUND), on each "business day" of a fund as previously
defined. In the event the NYSE closes early (i.e. before 4:00 p.m. Eastern Time)
on a particular day, the net asset value of an AIM Fund's share will be
determined as of the close of the NYSE on such day. For purposes of determining
net asset value per share, futures and options contract closing prices which are
available 15 minutes after the close of trading of the NYSE will generally be
used. The net asset value per share is calculated by subtracting a fund's
liabilities from its assets and dividing the result by the total number of fund
shares outstanding. The determination of each fund's net asset value per share
is made in accordance with generally accepted accounting principles. Among other
items, a fund's liabilities include accrued expenses and dividends payable, and
its total assets include portfolio securities valued at their market value, as
well as income accrued but not yet received. Securities for which market
quotations are not readily available are valued at fair value as determined in
good faith by or under the supervision of the fund's officers and in accordance
with methods which are specifically authorized by its governing Board of
Directors or Trustees. Short-term obligations with maturities of 60 days or
less, and the securities held by the Money Market Funds, are valued at amortized
cost as reflecting fair value. AIM MUNICIPAL BOND FUND, AIM TAX-EXEMPT BOND FUND
OF CONNECTICUT and AIM TAX-FREE INTERMEDIATE SHARES value variable rate se-
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<PAGE> 72
curities that have an unconditional demand or put feature exercisable within
seven days or less at par, which reflects the market value of such securities.
Generally, trading in foreign securities, corporate bonds, U.S. Government
securities and money market instruments is substantially completed each day at
various times prior to the close of the NYSE. The values of such securities used
in computing the net asset value of an AIM Fund's shares are determined as of
such times. Foreign currency exchange rates are also generally determined prior
to the close of the NYSE. Occasionally, events affecting the values of such
securities and such exchange rates may occur between the times at which the
values of the securities are determined and the close of the NYSE which will not
be reflected in the computation of an AIM Fund's net asset value. If events
materially affecting the value of such securities occur during such period, then
these securities will be valued at their fair value as determined in good faith
by or under the supervision of the Board of Directors or Trustees of the
applicable AIM Fund.
- --------------------------------------------------------------------------------
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
DIVIDENDS AND DISTRIBUTIONS
Each AIM Fund's policy regarding the payment of dividends and distributions is
set forth below.
<TABLE>
<CAPTION>
DISTRIBUTIONS DISTRIBUTIONS
OF NET OF NET
DIVIDENDS FROM REALIZED REALIZED
NET INVESTMENT SHORT-TERM LONG-TERM
FUND INCOME CAPITAL GAINS CAPITAL GAINS
- ---------------------------------------- ----------------------- --------------- ---------------
<S> <C> <C> <C>
AIM AGGRESSIVE GROWTH FUND.............. declared and paid annually annually
annually
AIM BALANCED FUND....................... declared and paid annually annually
quarterly
AIM BLUE CHIP FUND...................... declared and paid annually annually
annually
AIM CAPITAL DEVELOPMENT FUND............ declared and paid annually annually
annually
AIM CHARTER FUND........................ declared and paid annually annually
quarterly
AIM CONSTELLATION FUND.................. declared and paid annually annually
annually
AIM GLOBAL AGGRESSIVE GROWTH FUND....... declared and paid annually annually
annually
AIM GLOBAL GROWTH FUND.................. declared and paid annually annually
annually
AIM GLOBAL INCOME FUND.................. declared daily; paid annually annually
monthly
AIM GLOBAL UTILITIES FUND............... declared daily; paid annually annually
monthly
AIM GROWTH FUND......................... declared and paid annually annually
annually
AIM HIGH YIELD FUND..................... declared daily; paid annually annually
monthly
AIM INCOME FUND......................... declared daily; paid annually annually
monthly
AIM INTERMEDIATE GOVERNMENT FUND........ declared daily; paid annually annually
monthly
AIM INTERNATIONAL EQUITY FUND........... declared and paid annually annually
annually
AIM LIMITED MATURITY TREASURY SHARES.... declared daily; paid quarterly annually
monthly
AIM MONEY MARKET FUND................... declared daily; paid at least annually
monthly annually
AIM MUNICIPAL BOND FUND................. declared daily; paid annually annually
monthly
AIM TAX-EXEMPT BOND FUND OF
CONNECTICUT........................... declared daily; paid annually annually
monthly
AIM TAX-EXEMPT CASH FUND................ declared daily; paid at least annually
monthly annually
AIM TAX-FREE INTERMEDIATE SHARES........ declared daily; paid annually annually
monthly
AIM VALUE FUND.......................... declared and paid annually annually
annually
AIM WEINGARTEN FUND..................... declared and paid annually annually
annually
</TABLE>
In determining the amount of capital gains, if any, available for
distribution, net capital gains are offset against available net capital losses,
if any, carried forward from previous fiscal periods.
All dividends and distributions of an AIM Fund are automatically reinvested on
the payment date in full and fractional shares of such fund, unless the
shareholder has made an alternate election as to the method of payment.
Dividends and distributions attributable to Class A, Class B or Class C shares
are reinvested in additional shares of such Class, absent an election by a
shareholder to receive cash or to have such dividends and distributions
reinvested in Class A or Class B shares of another Multiple Class Fund, to the
extent permitted. For funds that do not declare a dividend daily, such dividends
and distributions will be reinvested at the net asset value per share determined
on the ex-dividend date. For funds that declare a dividend daily, such dividends
and distributions will be reinvested at the net asset value per share determined
on the payable date. Shareholders may elect, by written notice to the Transfer
Agent, to receive such distributions, or the dividend portion thereof, in cash,
or to invest such dividends and distributions in shares of another fund in the
AIM Funds; provided that (i) dividends and distributions attributable to Class B
shares may only be reinvested in Class B shares,
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(ii) dividends and distributions attributable to Class A shares may not be
reinvested in Class B shares, and (iii) dividends and distributions attributable
to the Class C shares of AIM MONEY MARKET FUND may not be reinvested in the
Class A shares of that Fund or in any Class B shares. Investors who have not
previously selected such a reinvestment option on the account application form
may contact the Transfer Agent at any time to obtain a form to authorize such
reinvestments in another AIM Fund. Such reinvestments into the AIM Funds are not
subject to sales charges, and shares so purchased are automatically credited to
the account of the shareholder.
Dividends on Class B shares are expected to be lower than those for Class A or
Class C shares because of higher distribution fees paid by Class B shares.
Dividends on Class A, Class B and Class C shares may also be affected by other
class-specific expenses.
Changes in the form of dividend and distribution payments may be made by the
shareholder at any time by notice to the Transfer Agent and are effective as to
any subsequent payment if such notice is received by the Transfer Agent prior to
the record date of such payment. Any dividend and distribution election remains
in effect until the Transfer Agent receives a revised written election by the
shareholder.
Any dividend or distribution paid by a fund which does not declare dividends
daily has the effect of reducing the net asset value per share on the
ex-dividend date by the amount of the dividend or distribution. Therefore, a
dividend or distribution declared shortly after a purchase of shares by an
investor would represent, in substance, a return of capital to the shareholder
with respect to such shares even though it would be subject to income taxes, as
discussed below.
TAX MATTERS
Each AIM Fund has qualified and intends to qualify for treatment as a
regulated investment company under Subchapter M of the Code. As long as a fund
qualifies for this tax treatment, it is not subject to federal income taxes on
net investment income and capital gains that are distributed to shareholders.
Each fund, for purposes of determining taxable income, distribution requirements
and other requirements of Subchapter M, is treated as a separate corporation.
Therefore, no fund may offset its gains against another fund's losses and each
fund must individually comply with all of the provisions of the Code which are
applicable to its operations.
TAX TREATMENT OF DISTRIBUTIONS -- GENERAL. Because each AIM Fund intends to
distribute substantially all of its net investment income and net realized
capital gains to its shareholders, it is not expected that any such fund will be
required to pay any federal income tax. Each AIM Fund also intends to meet the
distribution requirements of the Code to avoid the imposition of a
non-deductible 4% excise tax calculated as a percentage of certain undistributed
amounts of taxable ordinary income and capital gain net income. Nevertheless,
shareholders normally are subject to federal income taxes, and any applicable
state and local income taxes, on the dividends and distributions received by
them from a fund whether in the form of cash or additional shares of a fund,
except for tax-exempt dividends paid by AIM MUNICIPAL BOND FUND, AIM TAX-EXEMPT
BOND FUND OF CONNECTICUT, AIM TAX-EXEMPT CASH FUND, and AIM TAX-FREE
INTERMEDIATE SHARES (the "Tax-Exempt Funds") which are exempt from federal tax.
Dividends paid by a fund (other than capital gain distributions) may qualify for
the federal 70% dividends received deduction for corporate shareholders to the
extent of the qualifying dividends received by the fund on domestic common or
preferred stock. It is not likely that dividends received from AIM GLOBAL
AGGRESSIVE GROWTH FUND, AIM GLOBAL GROWTH FUND, AIM GLOBAL INCOME FUND, AIM HIGH
YIELD FUND, AIM INCOME FUND, AIM INTERMEDIATE GOVERNMENT FUND, AIM INTERNATIONAL
EQUITY FUND, AIM LIMITED MATURITY TREASURY SHARES, AIM MONEY MARKET FUND, AIM
MUNICIPAL BOND FUND, AIM TAX-EXEMPT BOND FUND OF CONNECTICUT, AIM TAX-EXEMPT
CASH FUND or AIM TAX-FREE INTERMEDIATE SHARES will qualify for this dividends
received deduction. Shortly after the end of each year, shareholders will
receive information regarding the amount and federal income tax treatment of all
distributions paid during the year. No gain or loss will be recognized by
shareholders upon the automatic conversion of Class B shares of a Multiple Class
Fund into Class A shares of such Fund.
For each redemption of a fund's shares by a non-exempt shareholder, the fund
or the securities dealer effecting the transaction is required to file an
information return with the IRS.
TO AVOID BEING SUBJECT TO FEDERAL INCOME TAX WITHHOLDING AT THE RATE OF 31% ON
DIVIDENDS, DISTRIBUTIONS AND REDEMPTION PAYMENTS, SHAREHOLDERS OF A FUND MUST
FURNISH THE FUND WITH THEIR TAXPAYER IDENTIFICATION NUMBER AND CERTIFY UNDER
PENALTIES OF PERJURY THAT THE NUMBER PROVIDED IS CORRECT AND THAT THEY ARE NOT
SUBJECT TO BACKUP WITHHOLDING FOR ANY REASON.
Under existing provisions of the Code, nonresident alien individuals, foreign
partnerships and foreign corporations may be subject to federal income tax
withholding at a 30% rate on income dividends and distributions (other than
exempt-interest dividends and capital gain dividends) and return of capital
distributions. Under applicable treaty law, residents of treaty countries may
qualify for a reduced rate of withholding or a withholding exemption.
DISTRIBUTIONS MAY BE SUBJECT TO TREATMENT UNDER FOREIGN, STATE OR LOCAL TAX
LAWS THAT DIFFERS FROM THE FEDERAL INCOME TAX CONSEQUENCES DISCUSSED HEREIN.
ADDITIONAL INFORMATION ABOUT TAXES IS SET FORTH IN THE STATEMENT OF ADDITIONAL
INFORMATION.
TAX-EXEMPT FUNDS -- SPECIAL TAX INFORMATION. Shareholders will not be required
to include the "exempt-interest" portion of dividends paid by the Tax-Exempt
Funds in their gross income for federal income tax purposes. However,
shareholders will be re-
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quired to report the receipt of exempt-interest dividends and other tax-exempt
interest on their federal income tax returns. Moreover, exempt-interest
dividends from the Tax-Exempt Funds may be subject to state income taxes, may
give rise to a federal alternative minimum tax liability, may affect the amount
of social security benefits subject to federal income tax, may affect the
deductibility of interest on certain indebtedness of the shareholder, and may
have other collateral federal income tax consequences. The Tax-Exempt Funds may
invest in Municipal Securities the interest on which will constitute an item of
tax preference and which therefore could give rise to a federal alternative
minimum tax liability for shareholders, and may invest up to 20% of their net
assets in such securities and other taxable securities. For additional
information concerning the alternative minimum tax and certain collateral tax
consequences of the receipt of exempt-interest dividends, see the Statements of
Additional Information applicable to the Tax-Exempt Funds.
The Tax-Exempt Funds may pay dividends to shareholders which are taxable, but
will endeavor to avoid investments which would result in taxable dividends. The
percentage of dividends which constitute exempt-interest dividends, and the
percentage thereof (if any) which constitute an item of tax preference, will be
determined annually. This percentage may differ from the actual percentages for
any particular day.
To the extent that dividends are derived from taxable investments or net
realized short-term capital gains, they will constitute ordinary income for
federal income tax purposes, whether received in cash or additional shares.
Distributions of net long-term capital gains will be taxable as long-term
capital gains, whether received in cash or additional shares, and regardless of
the length of time a particular shareholder may have held his shares.
From time to time, proposals have been introduced before Congress that would
have the effect of reducing or eliminating the federal tax exemption on
Municipal Securities. If such a proposal were enacted, the ability of the
Tax-Exempt Funds to pay exempt-interest dividends might be adversely affected.
AIM INTERMEDIATE GOVERNMENT FUND and AIM LIMITED MATURITY TREASURY
SHARES -- SPECIAL TAX INFORMATION. Certain states exempt from state income taxes
dividends paid by mutual funds out of interest on U.S. Treasury and certain
other U.S. Government obligations, and investors should consult with their own
tax advisors concerning the availability of such exemption.
AIM INTERNATIONAL EQUITY FUND, AIM GLOBAL AGGRESSIVE GROWTH FUND, AIM GLOBAL
GROWTH FUND, AIM GLOBAL INCOME FUND AND AIM GLOBAL UTILITIES FUND -- SPECIAL TAX
INFORMATION. For taxable years in which it is eligible to do so, each of these
funds may elect to pass through to shareholders credits for foreign taxes paid.
If the fund makes such an election, a shareholder who receives a distribution
(1) will be required to include in gross income his proportionate share of
foreign taxes allocable to the distribution and (2) may claim a credit or
deduction for such share for his taxable year in which the distribution is
received, subject to the general limitations imposed on the allowance of foreign
tax credits and deductions. Shareholders should also note that certain gains or
losses attributable to fluctuations in exchange rates or foreign currency
forward contracts may increase or decrease the amount of income of the fund
available for distribution to shareholders, and should note that if such losses
exceed other income during a taxable year, the fund would not be able to pay
ordinary income dividends.
- --------------------------------------------------------------------------------
GENERAL INFORMATION
CUSTODIAN AND TRANSFER AGENT. State Street Bank and Trust Company, 225
Franklin Street, Boston, Massachusetts 02110, serves as custodian for the
portfolio securities and cash of the AIM Funds other than AIM MUNICIPAL BOND
FUND and AIM LIMITED MATURITY TREASURY SHARES, for which The Bank of New York,
110 Washington Street, New York, New York 10286, serves as custodian. Texas
Commerce Bank National Association, P.O. Box 2558, Houston, Texas 77252-8084,
serves as Sub-Custodian for retail purchases of the AIM Funds.
A I M Fund Services, Inc., P.O. Box 4739, Houston, Texas 77210-4739, a
wholly-owned subsidiary of AIM, serves as each AIM Fund's transfer agent and
dividend payment agent.
LEGAL COUNSEL. The law firm of Ballard Spahr Andrews & Ingersoll,
Philadelphia, Pennsylvania, serves as counsel to the AIM Funds and has passed
upon the legality of the shares offered pursuant to this Prospectus.
SHAREHOLDER INQUIRIES. Shareholder inquiries concerning their accounts should
be directed to an A I M Fund Services, Inc. Client Services Representative by
calling (713) 626-1919 (extension 5224) (in Houston), or toll-free at (800)
959-4246 (elsewhere). The Transfer Agent may impose certain copying charges for
requests for copies of shareholder account statements and other historical
account information older than the current year and the immediately preceding
year.
OTHER INFORMATION. This Prospectus sets forth basic information that investors
should know about the fund(s) named on the cover page prior to investing.
Recipients of this Prospectus will be provided with a copy of the annual report
of the fund(s) to which this Prospectus relates, upon request and without
charge. A Statement of Additional Information has been filed with the SEC and is
available upon request and without charge, by writing or calling AIM
Distributors. This Prospectus omits certain information contained in the
registration statement filed with the SEC. Copies of the registration statement,
including items omitted from this Prospectus, may be obtained from the SEC by
paying the charges prescribed under its rules and regulations.
BF 12/95
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<PAGE> 75
APPLICATION INSTRUCTIONS
SOCIAL SECURITY OR TAXPAYER ID NUMBER. Investors should make sure that the
social security number or taxpayer identification number ("TIN") which appears
in Section 1 of the Application complies with the following guidelines:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
GIVE SOCIAL SECURITY GIVE TAXPAYER I.D.
ACCOUNT TYPE NUMBER OF: ACCOUNT TYPE NUMBER OF:
Individual Individual Trust, Estate, Pension Trust, Estate, Pension
Plan Trust Plan Trust and not
personal TIN of fiduciary
Joint Individual First individual listed in the
"Account Registration" portion
of the Application
Unif. Gifts to Minor Corporation, Partnership, Corporation, Partnership,
Minors/Unif. Transfers Other Organization Other Organization
to Minors
Legal Guardian Ward, Minor or
Incompetent
Sole Proprietor Owner of Business Broker/Nominee Broker/Nominee
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
Applications without a certified TIN will not be accepted unless the applicant
is a nonresident alien, foreign corporation or foreign partnership and has
attached a completed IRS Form W-8.
BACKUP WITHHOLDING. Each AIM Fund, and other payers, must, according to IRS
regulations, withhold 31% of redemption payments and reportable dividends
(whether paid or accrued) in the case of any shareholder who fails to provide
the Fund with a TIN and a certification that he is not subject to backup
withholding.
An investor is subject to backup withholding if:
(1) the investor fails to furnish a correct TIN to the Fund, or
(2) the IRS notifies the Fund that the investor furnished an incorrect TIN, or
(3) the investor is notified by the IRS that the investor is subject to backup
withholding because the investor failed to report all of the interest and
dividends on such investor's tax return (for reportable interest and
dividends only), or
(4) the investor fails to certify to the Fund that the investor is not subject
to backup withholding under (3) above (for reportable interest and
dividend accounts opened after 1983 only), or
(5) the investor does not certify his TIN. This applies only to reportable
interest, dividend, broker or barter exchange accounts opened after 1983,
or broker accounts considered inactive during 1983.
Except as explained in (5) above, other reportable payments are subject to
backup withholding only if (1) or (2) above applies.
Certain payees and payments are exempt from backup withholding and information
reporting and such entities should check the box "Exempt from Backup
Withholding" on the Application. A complete listing of such exempt entities
appears in the Instructions accompanying Form W-9 (which can be obtained from
the IRS) and includes, among others, the following:
o a corporation
o an organization exempt from tax under Section 501(a), an individual retirement
plan (IRA), or a custodial account under Section 403(b)(7)
o the United States or any of its agencies or instrumentalities
o a state, the District of Columbia, a possession of the United States, or any
of their political subdivisions or instrumentalities
o a foreign government or any of its political subdivisions, agencies or
instrumentalities
o an international organization or any of its agencies or instrumentalities
o a foreign central bank of issue
o a dealer in securities or commodities required to register in the U.S. or a
possession of the U.S.
o a futures commission merchant registered with the Commodity Futures Trading
Commission
o a real estate investment trust
o an entity registered at all times during the tax year under the Investment
Company Act of 1940
o a common trust fund operated by a bank under Section 584(a)
o a financial institution
o a middleman known in the investment community as a nominee or listed in the
most recent publication of the American Society of Corporate Secretaries,
Inc., Nominee List
o a trust exempt from tax under Section 664 or described in Section 4947
Investors should contact the IRS if they have any questions concerning
entitlement to an exemption from backup withholding.
NOTE: Section references are to sections of the Code.
IRS PENALTIES -- Investors who do not supply the AIM Funds with a correct TIN
will be subject to a $50 penalty imposed by the IRS unless such failure is due
to reasonable cause and not willful neglect. If an investor falsifies
information on this form or makes any other false statement resulting in no
backup withholding on an account which should be subject to backup withholding,
such investor may be subject to a $500 penalty imposed by the IRS and to certain
criminal penalties including fines and/or imprisonment.
BF 12/95
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<PAGE> 76
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
remains in effect for three calendar years beginning with the calendar year in
which it is received by the Fund. Such shareholders may, however, be subject to
appropriate withholding as described in the Prospectus under "Dividends,
Distributions and Tax Matters."
SPECIAL INFORMATION REGARDING TELEPHONE EXCHANGE PRIVILEGE. By signing the new
Account Application form, an investor appoints the Transfer Agent as his true
and lawful attorney to surrender for redemption any and all unissued shares held
by the Transfer Agent 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. The
Transfer Agent 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 the Transfer Agent 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 transaction. The Transfer Agent
reserves the right to cease to act as agent subject to this appointment, and AIM
Distributors reserves the right to modify or terminate the telephone exchange
privilege at any time without notice.
SPECIAL INFORMATION REGARDING TELEPHONE REDEMPTION PRIVILEGE. By signing the
new Account Application form, an investor appoints the Transfer Agent as his
true and lawful attorney to surrender for redemption any and all unissued shares
held by the Transfer Agent in the designated account(s), present or future, with
full power of substitution in the premises. The Transfer Agent and AIM
Distributors are thereby authorized and directed to accept and act upon any
telephone redemptions of shares held in any of the account(s) listed, from any
person who requests the redemption. An investor acknowledges by signing the form
that he understands and agrees that the Transfer Agent and AIM Distributors may
not be liable for any loss, expense or cost arising out of any telephone
redemption requests effected in accordance with the authorization set forth in
these instructions if they reasonably believe such request to be genuine, but
may in certain cases be liable for losses due to unauthorized or fraudulent
transactions. Procedures for verification of telephone transactions may include
recordings of telephone transactions (maintained for six months), requests for
confirmation of the shareholder's Social Security Number and current address,
and mailings of confirmations promptly after the transactions. The Transfer
Agent reserves the right to cease to act as agent subject to this appointment,
and AIM Distributors reserves the right to modify or terminate the telephone
redemption privilege at any time without notice. An investor may elect not to
have this privilege by marking the appropriate box on the application. Then any
exchanges must be effected in writing by the investor (see the applicable Fund's
prospectus under the caption "Exchange Privilege -- Exchanges by Mail").
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<PAGE> 77
[LOGO APPEARS HERE]
THE AIM FAMILY OF FUNDS(R)
Investment Advisor
A I M Advisors, Inc.
11 Greenway Plaza, Suite 1919
Houston, TX 77046-1173
Principal Underwriter
A I M Distributors, Inc.
11 Greenway Plaza, Suite 1919
Houston, TX 77046-1173
Transfer Agent
A I M Fund Services, Inc.
P.O. Box 4739
Houston, TX 77210-4739
Custodian
State Street Bank and Trust Company
225 Franklin Street
Boston, MA 02110
Independent Accountants
KPMG Peat Marwick LLP
700 Louisiana
NationsBank Building
Houston, TX 77002
For more complete information about any other Fund in The AIM Family of
Funds(R), including charges and expenses, please call (713) 626-1919, Extension
5001 (in Houston) or (800) 347-4246 (elsewhere) or write to the address shown
above and request a free prospectus. Please read the prospectus carefully
before you invest or send money.
<PAGE> 78
STATEMENT OF
ADDITIONAL INFORMATION
RETAIL CLASSES OF
AIM BLUE CHIP FUND
AIM CHARTER FUND
AIM WEINGARTEN FUND
AIM CONSTELLATION FUND
AIM AGGRESSIVE GROWTH FUND
AIM CAPITAL DEVELOPMENT FUND
(SERIES PORTFOLIOS OF
AIM EQUITY FUNDS, INC.)
11 GREENWAY PLAZA
SUITE 1919
HOUSTON, TX 77046-1173
(713) 626-1919
____________________
THIS STATEMENT OF ADDITIONAL INFORMATION IS NOT A PROSPECTUS AND IT
SHOULD BE READ IN CONJUNCTION WITH A PROSPECTUS
OF THE ABOVE-NAMED FUNDS, A COPY OF WHICH MAY BE OBTAINED FREE OF
CHARGE FROM AUTHORIZED DEALERS OR BY WRITING
A I M DISTRIBUTORS, INC., P.O. BOX 4739
HOUSTON, TX 77210-4739
OR BY CALLING (713) 626-1919, EXTENSION 5001 (IN HOUSTON)
OR (800) 347-4246 (ELSEWHERE).
____________________
STATEMENT OF ADDITIONAL INFORMATION DATED APRIL 1, 1996
RELATING TO THE AIM AGGRESSIVE GROWTH FUND PROSPECTUS DATED JANUARY 2, 1996, THE
AIM CHARTER FUND, AIM WEINGARTEN FUND AND AIM CONSTELLATION FUND
PROSPECTUSES DATED JANUARY 2, 1996 AND THE
AIM BLUE CHIP FUND AND AIM CAPITAL DEVELOPMENT FUND PROSPECTUS
DATED APRIL 1, 1996
<PAGE> 79
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
GENERAL INFORMATION ABOUT THE FUNDS . . . . . . . . . . . . . . . . . . 1
The Company and its Shares . . . . . . . . . . . . . . . . . . . . 1
PERFORMANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Total Return Calculations . . . . . . . . . . . . . . . . . . . . 2
Yield Quotations . . . . . . . . . . . . . . . . . . . . . . . . . 2
Historical Portfolio Results . . . . . . . . . . . . . . . . . . . 3
PORTFOLIO TRANSACTIONS AND BROKERAGE . . . . . . . . . . . . . . . . . 7
General Brokerage Policy . . . . . . . . . . . . . . . . . . . . . 7
Section 28(e) Standards . . . . . . . . . . . . . . . . . . . . . 9
Brokerage Commissions Paid . . . . . . . . . . . . . . . . . . . . 10
Portfolio Turnover . . . . . . . . . . . . . . . . . . . . . . . . 11
INVESTMENT OBJECTIVES AND POLICIES . . . . . . . . . . . . . . . . . . 11
Foreign Securities . . . . . . . . . . . . . . . . . . . . . . . . 13
Rule 144A Securities . . . . . . . . . . . . . . . . . . . . . . . 13
Lending of Portfolio Securities . . . . . . . . . . . . . . . . . 13
Repurchase Agreements . . . . . . . . . . . . . . . . . . . . . . 14
Special Situations . . . . . . . . . . . . . . . . . . . . . . . . 14
Short Sales . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Futures Contracts . . . . . . . . . . . . . . . . . . . . . . . . 15
Options on Futures Contracts . . . . . . . . . . . . . . . . . . . 16
Risks as to Futures Contracts and Related Options . . . . . . . . 17
Certain Investments . . . . . . . . . . . . . . . . . . . . . . . 18
INVESTMENT RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . 18
Blue Chip . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Charter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Weingarten . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Constellation . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Aggressive Growth . . . . . . . . . . . . . . . . . . . . . . . . 22
Capital Development . . . . . . . . . . . . . . . . . . . . . . . 23
Additional Restrictions . . . . . . . . . . . . . . . . . . . . . 24
MANAGEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Directors and Officers . . . . . . . . . . . . . . . . . . . . . . 25
Investment Advisory, Administrative Services and Sub-Advisory
Agreements . . . . . . . . . . . . . . . . . . . . . . . . . 30
THE DISTRIBUTION PLANS . . . . . . . . . . . . . . . . . . . . . . . . 33
THE DISTRIBUTOR . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
HOW TO PURCHASE AND REDEEM SHARES . . . . . . . . . . . . . . . . . . . 38
</TABLE>
i
<PAGE> 80
<TABLE>
<S> <C>
NET ASSET VALUE DETERMINATION . . . . . . . . . . . . . . . . . . . . . 39
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS . . . . . . . . . . . . . . . 40
Reinvestment of Dividends and Distributions . . . . . . . . . . . 40
Tax Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
Qualification as a Regulated Investment Company . . . . . . . . . 40
Excise Tax on Regulated Investment Companies . . . . . . . . . . . 42
Fund Distributions . . . . . . . . . . . . . . . . . . . . . . . . 42
Sale or Redemption of Shares . . . . . . . . . . . . . . . . . . . 44
Foreign Shareholders . . . . . . . . . . . . . . . . . . . . . . . 44
Effect of Future Legislation; Local Tax Considerations . . . . . . 45
MISCELLANEOUS INFORMATION . . . . . . . . . . . . . . . . . . . . . . . 45
Shareholder Inquiries . . . . . . . . . . . . . . . . . . . . . . 45
Audit Reports . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Legal Matters . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Custodian and Transfer Agent . . . . . . . . . . . . . . . . . . . 46
Principal Holders of Securities . . . . . . . . . . . . . . . . . 47
Other Information . . . . . . . . . . . . . . . . . . . . . . . . 52
APPENDIX . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Description of Commercial Paper Ratings . . . . . . . . . . . . . 53
Description of Corporate Bond Ratings . . . . . . . . . . . . . . 53
FINANCIAL STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . FS
</TABLE>
ii
<PAGE> 81
INTRODUCTION
AIM Equity Funds, Inc. (the "Company") is a series mutual fund. The rules
and regulations of the United States Securities and Exchange Commission (the
"SEC") require all mutual funds to furnish prospective investors certain
information concerning the activities of the fund being considered for
investment. This information for AIM Charter Fund ("Charter"), AIM Weingarten
Fund ("Weingarten") and AIM Constellation Fund ("Constellation") is included in
a Prospectus dated January 2, 1996 (the "Prospectus"), which relates to the
Retail Classes of the Funds (defined below). The information for the Retail
Class of AIM Aggressive Growth Fund ("Aggressive Growth") is contained in a
separate prospectus also dated January 2, 1996. The information for the Retail
Class of AIM Blue Chip Fund ("Blue Chip") and AIM Capital Development Fund
("Capital Development") is contained in separate prospectuses dated April 1,
1996. Additional copies of the Prospectuses and this Statement of Additional
Information may be obtained without charge by writing the principal distributor
of the Funds' shares, A I M Distributors, Inc. ("AIM Distributors"), P.O. Box
4739, Houston, TX 77210-4739 or by calling (713) 626-1919, Extension 5001 (in
Houston) or (800) 347-4246 (elsewhere). Investors must receive a Prospectus
before they invest.
This Statement of Additional Information is intended to furnish prospective
investors with additional information concerning the Funds. Some of the
information required to be in this Statement of Additional Information is also
included in the Prospectus; and, in order to avoid repetition, reference will
be made to sections of the Prospectus. Additionally, the Prospectus and this
Statement of Additional Information omit certain information contained in the
Registration Statement filed with the SEC. Copies of the Registration
Statement, including items omitted from the Prospectus and this Statement of
Additional Information, may be obtained from the SEC by paying the charges
described under its rules and regulations.
GENERAL INFORMATION ABOUT THE FUNDS
THE COMPANY AND ITS SHARES
The Company was organized in 1988 as a Maryland corporation, and is
registered with the SEC as a diversified open-end series management investment
company. The Company currently consists of six separate portfolios: Aggressive
Growth, Blue Chip, Capital Development, Charter, Constellation, and Weingarten
(each a "Fund" and collectively, the "Funds"). Charter and Weingarten each
have three separate classes: Class A and Class B and an Institutional Class.
Constellation has two classes of shares: Class A and an Institutional Class.
Aggressive Growth, Blue Chip and Capital Development have Class A only. Class
A shares (sold with a front-end sales charge) and Class B shares (sold with a
contingent deferred sales charge) of the Funds are also referred to as the
Retail Classes. Prior to October 15, 1993, Aggressive Growth was a portfolio
of AIM Funds Group ("AFG"), a Massachusetts business trust. Pursuant to an
Agreement and Plan of Reorganization between AFG and the Company, Aggressive
Growth was redomesticated as a portfolio of the Company. All historical
financial and other information contained in this Statement of Additional
Information for periods prior to October 15, 1993 relating to Aggressive Growth
is that of AFG's Aggressive Growth. Blue Chip and Capital Development
commenced operations on March 29, 1996, and on that date they respectively
acquired the investment portfolios of Baird Blue Chip Fund, Inc. (the "BBC
Fund") and Baird Capital Development Fund, Inc. (the "BCD Fund"), both of which
were registered management investment companies, in corporate reorganization
transactions. All historical financial information contained in this Statement
of Additional Information for periods prior to March 29, 1996 relating to Blue
Chip or Capital Development is that of the BBC Fund or the BCD Fund,
respectively.
This Statement of Additional Information relates solely to the Retail Classes
of the Funds.
The term "majority of the outstanding shares" of the Company, of a particular
Fund or of a particular class of a Fund means, respectively, the vote of the
lesser of (a) 67% or more of the shares of the Company, such Fund or such class
present at a meeting of the Company's shareholders, if the holders of more than
50% of
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<PAGE> 82
the outstanding shares of the Company, such Fund or such class are present or
represented by proxy, or (b) more than 50% of the outstanding shares of the
Company, such Fund or such class.
Shares of the Retail Class and the Institutional Class of each Fund have
equal rights and privileges. Each share of a particular class is entitled to
one vote, to participate equally in dividends and distributions declared by the
Company's Board of Directors with respect to the class of such Fund and, upon
liquidation of the Fund, to participate proportionately in the net assets of
the Fund allocable to such class remaining after satisfaction of outstanding
liabilities of the Fund allocable to such class. Fund shares are fully paid,
non-assessable and fully transferable when issued and have no preemptive rights
and have such conversion and exchange rights as set forth in the Prospectus and
this Statement of Additional Information. Fractional shares have
proportionately the same rights, including voting rights, as are provided for a
full share.
Shareholders of the Funds do not have cumulative voting rights, and therefore
the holders of more than 50% of the outstanding shares of all Funds voting
together for election of directors may elect all of the members of the Board of
Directors of the Company. In such event, the remaining holders cannot elect
any directors of the Company.
PERFORMANCE
TOTAL RETURN CALCULATIONS
Total returns quoted in advertising reflect all aspects of the applicable
Fund's return, including the effect of reinvesting dividends and capital gain
distributions, and any change in such Fund's net asset value per share over the
period. Average annual returns are calculated by determining the growth or
decline in value of a hypothetical investment in a particular Fund over a
stated period, and then calculating the annually compounded percentage rate
that would have produced the same result if the rate of growth or decline in
value had been constant over the period. While average annual returns are a
convenient means of comparing investment alternatives, investors should realize
that a Fund's performance is not constant over time, but changes from year to
year, and that average annual returns do not represent the actual year-to-year
performance of such Fund.
In addition to average annual returns, the Retail Class[es] of each Fund may
quote unaveraged or cumulative total returns reflecting the simple change in
value of an investment over a stated period. Average annual and cumulative
total returns may be quoted as a percentage or as a dollar amount, and may be
calculated for a single investment, a series of investments, and/or a series of
redemptions, over any time period. Total returns may be broken down into their
components of income and capital (including capital gains and changes in share
price) in order to illustrate the relationship of these factors and their
contributions to total return. Total returns, yields, and other performance
information may be quoted numerically or in a table, graph or similar
illustration. Total returns may be quoted with or without taking the
applicable Fund's maximum applicable Class A front-end sales charge or Class B
contingent deferred sales charge into account. Excluding sales charges from a
total return calculation produces a higher total return figure.
YIELD QUOTATIONS
The standard formula for calculating yield, as described in the Prospectus,
is as follows:
6
YIELD = 2[((a-b)/(c x d) + 1)-1]
Where a = dividends and interest earned during a stated 30 day period. For
purposes of this calculation, dividends are accrued rather than
recorded on the ex-dividend date. Interest earned under this
formula must generally be calculated based on the yield to
maturity of each obligation (or, if more appropriate, based on
yield to call date).
b = expense accrued during period (net of reimbursement).
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<PAGE> 83
c = the average daily number of shares outstanding during the period.
d = the maximum offering price per share on the last day of the
period.
HISTORICAL PORTFOLIO RESULTS
Charter, Weingarten, Aggressive Growth and Constellation's total returns for
Class A shares for the following periods ended October 31, 1995 (which include
the maximum sales charge of 5.50% and reinvestment of all dividends and
distributions) were as follows:
CLASS A AVERAGE ANNUAL RETURNS
------------------------------
ONE FIVE TEN FIFTEEN TWENTY
YEAR YEARS YEARS YEARS YEARS
---- ----- ----- ----- -----
CHARTER 20.02% 14.42% 15.01% 13.24% 16.95%
WEINGARTEN 21.13% 15.62% 16.33% 15.31% 19.16%
CONSTELLATION 26.06% 28.91% 21.71% 15.80% NA
AGGRESSIVE GROWTH 33.68% 37.51% 18.04% NA NA
CLASS A CUMULATIVE RETURNS
--------------------------
ONE FIVE TEN FIFTEEN TWENTY
YEAR YEARS YEARS YEARS YEARS
---- ----- ----- ----- -----
CHARTER 20.02% 96.15% 304.77% 545.61% 2,192.80%
WEINGARTEN 21.13% 106.61% 353.87% 747.10% 3,229.09%
CONSTELLATION 26.06% 255.98% 613.55% 802.51% NA
AGGRESSIVE GROWTH 33.68% 391.69% 425.35% NA NA
______________
During the 10 year period ended October 31, 1995, a hypothetical $1,000
investment at the beginning of such period in Class A shares of Charter,
Weingarten, Constellation and Aggressive Growth would have been worth
$4,047.72, $4,538.65, $7,135.50 and $5,253.54, respectively, assuming all
distributions were reinvested.
During the 15 year period ended October 31, 1995, a hypothetical $1,000
investment at the beginning of such period in Class A shares of Charter,
Weingarten and Constellation would have been worth $6,456.09, $8,471.00 and
$9,025.13, respectively, assuming all dividends were reinvested.
During the 20 year period ended October 31, 1995 a hypothetical $1,000
investment at the beginning of such period in Class A shares of Charter and
Weingarten would have been worth $22,928.03 and $33,290.90, respectively,
assuming all distributions were reinvested. This was a period of widely
fluctuating stock and bond prices and interest rates, and should not
necessarily be considered a representation of the income or capital gain or
loss that may be realized from an investment in any of the Funds today.
Charter and Weingarten's total returns for Class B shares for the period June
26, 1995 (inception date for Class B shares of Charter and Weingarten) through
October 31, 1995 (which include the maximum contingent deferred sales charge of
5% and reinvestment of all dividends and distributions) were as follows:
3
<PAGE> 84
CLASS B AVERAGE ANNUAL RETURNS
------------------------------
SINCE
INCEPTION
---------
CHARTER N/A
WEINGARTEN N/A
CLASS B CUMULATIVE RETURNS
--------------------------
SINCE
INCEPTION
---------
CHARTER 3.48%
WEINGARTEN 4.27%
Average annual total return is not available for Class B shares of Charter
and Weingarten as the effective date of the Class B shares was June 26, 1995.
Blue Chip and Capital Development commenced operations on March 29, 1996, and
on that date they acquired the investment portfolio of Baird Blue Chip Fund,
Inc. ("BBC Fund") and Baird Capital Development Fund, Inc. ("BCD Fund"),
respectively. Set forth below is certain performance data for the BBC Fund and
BDC Fund for the periods ended September 30, 1995 (which includes the maximum
sales charge of 5.75% and reinvestment of all dividends and distributions).
The following performance data is not necessarily indicative of the future
performance of Blue Chip or Capital Development.
<TABLE>
<CAPTION>
AVERAGE ANNUAL RETURNS
------------------------------------------
ONE FIVE TEN
YEAR YEARS YEARS
---- ----- ------
<S> <C> <C> <C>
BBC Fund 20.51% 13.39% N/A
BCD Fund 10.46% 17.38% 12.76%
CUMULATIVE RETURNS
------------------------------------------
ONE FIVE TEN
YEAR YEARS YEARS
---- ----- -----
BBC Fund 20.51% 87.47% N/A
BCD Fund 10.46% 122.79% 232.29%
</TABLE>
Each Fund's performance may be compared in advertising to the performance of
other mutual funds in general, or of particular types of mutual funds,
especially those with similar objectives. Such performance data may be
prepared by Lipper Analytical Services, Inc. and other independent services
which monitor the performance of mutual funds. The Funds may also advertise
mutual fund performance rankings which have been assigned to each respective
Fund by such monitoring services.
Each Fund's performance may also be compared in advertising and other
materials to the performance of comparative benchmarks such as the Consumer
Price Index ("CPI"), the Standard & Poor's ("S&P") 500 Stock Index, and
fixed-price investments such as bank certificates of deposit and/or savings
accounts.
In addition, each Fund's long-term performance may be described in
advertising in relation to historical, political and/or economic events. For
instance, Charter's Class A shares performance since its inception has been
accomplished through various years in which there have been recessions, a
presidential assassination attempt, a 20% prime rate, an 13% annual inflation
rate, and significant stock market declines. The performance of Class A shares
of Weingarten, Aggressive Growth and Constellation has been achieved through
years in which similar events occurred.
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<PAGE> 85
Each Fund's advertising may from time to time include discussions of general
economic conditions and interest rates. Each Fund's advertising may also
include references to the use of the Fund as part of an individual's overall
retirement investment program.
From time to time, Fund sales literature and/or advertisements may disclose
(i) top holdings included in the Fund's portfolio, (ii) certain selling group
members and/or (iii) certain institutional shareholders.
From time to time, the Funds' sales literature and/or advertisements may
discuss generic topics pertaining to the mutual fund industry. These topics
include, but are not limited to, literature addressing general information
about mutual funds, variable annuities, dollar-cost averaging, stocks, bonds,
money markets, certificates of deposit, retirement, retirement plans, asset
allocation, tax-free investing, college planning and inflation.
The following charts show the cumulative total return of Class A shares of
Charter, Weingarten and Constellation (and their predecessors) compared to the
percentage change in the CPI, the S&P 500 Stock Index and a hypothetical 8.00%
fixed-price investment for each specified 10-year period ended December 31.
RELATIVE TOTAL RETURN PERFORMANCE FOR CLASS A SHARES OF CHARTER
(AND ITS PREDECESSOR),
CPI, S&P 500 STOCK INDEX & 8.00% FIXED-PRICE INVESTMENT
FOR ALL 10-YEAR INVESTMENT PERIODS BEGINNING WITH 1969 - 1986
<TABLE>
<CAPTION>
10 YEAR AIM CHARTER 8.00% FIXED PRICE
PERIOD FUND* CPI** S&P 500*** INVESTMENT****
<S> <C> <C> <C> <C>
1969-1978 135.33% 90.70% 36.51% 115.89%
1970-1979 249.95% 103.45% 76.53% 115.89%
1971-1980 462.17% 116.84% 125.00% 115.89%
1972-1981 316.59% 128.71% 87.42% 115.89%
1973-1982 251.54% 129.64% 91.45% 115.89%
1974-1983 384.68% 119.26% 174.67% 115.89%
1975-1984 526.07% 102.89% 295.86% 115.89%
1976-1985 494.52% 96.94% 280.01% 115.89%
1977-1986 391.37% 89.86% 264.08% 115.89%
1978-1987 415.89% 85.83% 312.67% 115.89%
1979-1988 305.19% 77.99% 351.35% 115.89%
1980-1989 288.53% 64.41% 401.33% 115.89%
1981-1990 214.74% 55.03% 266.97% 115.89%
1982-1991 328.08% 46.59% 402.55% 115.89%
1983-1992 274.52% 45.49% 345.17% 115.89%
1984-1993 243.15% 43.93% 299.84% 115.89%
1985-1994 248.63% 42.17% 281.56% 115.89%
1986-1995***** 275.83% . % 298.37% 115.89%
</TABLE>
5
<PAGE> 86
RELATIVE TOTAL RETURN PERFORMANCE FOR CLASS A SHARES OF WEINGARTEN
(AND ITS PREDECESSOR),
CPI, S&P 500 STOCK INDEX & 8.00% FIXED-PRICE INVESTMENT FOR ALL
10-YEAR INVESTMENT PERIODS BEGINNING WITH 1970 - 1986
<TABLE>
<CAPTION>
10 YEAR AIM WEINGARTEN 8.00% FIXED PRICE
PERIOD FUND* CPI** S&P 500*** INVESTMENT****
<S> <C> <C> <C> <C>
1970-1979 183.68% 103.45% 76.53% 115.89%
1971-1980 362.14% 116.84% 125.00% 115.89%
1972-1981 192.63% 128.71% 87.42% 115.89%
1973-1982 225.23% 129.64% 91.45% 115.89%
1974-1983 439.58% 119.26% 174.67% 115.89%
1975-1984 658.94% 102.89% 295.86% 115.89%
1976-1985 677.90% 96.94% 280.01% 115.89%
1977-1986 735.19% 89.86% 264.08% 115.89%
1978-1987 670.91% 85.83% 312.67% 115.89%
1979-1988 577.58% 77.99% 351.35% 115.89%
1980-1989 510.87% 64.41% 401.33% 115.89%
1981-1990 289.25% 55.03% 266.97% 115.89%
1982-1991 550.92% 46.59% 402.55% 115.89%
1983-1992 394.71% 45.49% 345.17% 115.89%
1984-1993 289.86% 43.93% 299.84% 115.89%
1985-1994 313.29% 42.17% 281.56% 115.89%
1986-1995***** 309.56% . % 298.37% 115.89%
</TABLE>
6
<PAGE> 87
RELATIVE TOTAL RETURN PERFORMANCE FOR CLASS A SHARES OF CONSTELLATION
(AND ITS PREDECESSOR),
CPI, S&P 500 STOCK INDEX & 8.00% FIXED-PRICE INVESTMENT FOR ALL
10-YEAR INVESTMENT PERIODS BEGINNING WITH 1977 - 1986
<TABLE>
<CAPTION>
10 YEAR AIM CONSTELLATION 8.00% FIXED-PRICE
PERIOD FUND* CPI** S&P 500*** INVESTMENT****
<S> <C> <C> <C> <C>
1977-1986 462.49% 89.86% 264.08% 115.89%
1978-1987 500.80% 85.83% 312.67% 115.89%
1979-1988 476.45% 77.99% 351.35% 115.89%
1980-1989 350.02% 64.41% 401.33% 115.89%
1981-1990 147.55% 55.03% 266.97% 115.89%
1982-1991 410.95% 46.59% 402.55% 115.89%
1983-1992 412.18% 45.49% 345.17% 115.89%
1984-1993 381.97% 43.93% 299.84% 115.89%
1985-1994 476.07% 42.17% 281.56% 115.89%
1986-1995***** 507.06% . % 298.37% 115.89%
</TABLE>
* Includes the effect of the Class A shares maximum sales charge of 5.50%
and assumes all dividends and capital gains are reinvested. Excluding
the effect of any sales charge, Charter appreciated 275.83%, Weingarten
appreciated 309.56% and Constellation appreciated 507.06% for the ten
year period ended December 31, 1995.
** The CPI, published by the U.S. Bureau of Labor Statistics, is a
statistical measure of changes, over time, in the prices of goods and
services.
*** S&P's 500 Stock Index is a group of unmanaged securities widely
regarded by investors as representative of the stock market in general.
The results shown assume the reinvestment of dividends.
**** Fixed Price Investments, such as bank certificates of deposits and
savings accounts, are generally backed by federal agencies for up to
$100,000.00. Class A shares of Charter, Weingarten and Constellation
are not insured and their value will vary with market conditions.
***** CPI information not available as of the filing date.
PORTFOLIO TRANSACTIONS AND BROKERAGE
GENERAL BROKERAGE POLICY
Subject to policies established by the Board of Directors of the Company,
A I M Advisors, Inc. ("AIM") is responsible for decisions to buy and sell
securities for each Fund, for the selection of broker-dealers, for the
execution of each Fund's investment portfolio transactions, and for the
allocation of brokerage fees in connection with such transactions. AIM's
primary consideration in effecting a security transaction is to obtain the best
net price and the most favorable execution of the order. While AIM generally
seeks reasonably
7
<PAGE> 88
competitive commission rates, each Fund does not necessarily pay the lowest
commission or spread available.
A portion of the securities in which each Fund invests are traded in
over-the-counter markets, and in such transactions, a Fund deals directly with
the dealers who make markets in the securities involved, except in those
circumstances where better prices and executions are available elsewhere.
Portfolio transactions placed through dealers serving as primary market makers
are effected at net prices, generally without commissions as such, but which
include compensation in the form of mark up or mark down.
AIM may from time to time determine target levels of commission business for
AIM to transact with various brokers on behalf of its clients (including the
Funds) over a certain time period. The target levels will be determined based
upon the following factors, among others: (a) the execution services by the
broker; (b) the research services provided by the broker; and (c) the broker's
attitude toward and interest in mutual funds in general and in the Funds and
other mutual funds advised by AIM or A I M Capital Management, Inc. ("AIM
Capital") in particular. No specific formula will be used in connection with
any of the foregoing considerations in determining the target levels. However,
if a broker has indicated a certain level of desired commissions in return for
certain research services provided by the broker, this factor will be taken
into consideration by AIM. Subject to the overall objective of obtaining best
price and execution for the Funds, AIM may also consider sales of shares of the
Funds and of the other mutual funds managed or advised by AIM and AIM Capital
as a factor in the selection of broker-dealers to execute portfolio
transactions for the Funds. AIM will seek, whenever possible, to recapture for
the benefit of each Fund any commission, fee, brokerage or similar payment paid
by such Fund on portfolio transactions. Normally, the only fees which may be
recaptured are the soliciting dealer fees on the tender of an account's
portfolio securities in a tender or exchange offer.
None of the Funds is under any obligation to deal with any broker or group of
brokers in the execution of transactions in portfolio securities. Brokers who
provide supplemental investment research to AIM and AIM Capital may receive
orders for transactions by the Funds. Information so received will be in
addition to and not in lieu of the services required to be performed by AIM and
AIM Capital under their agreements with the Funds and the expenses of AIM and
AIM Capital will not necessarily be reduced as a result of the receipt of such
supplemental information. Certain research services furnished by
broker-dealers may be useful to AIM and AIM Capital in connection with their
services to other advisory clients, including the investment companies which
they advise. Also, each Fund may pay a higher price for securities or higher
commissions in recognition of research services furnished by broker-dealers.
Provisions of the Investment Company Act of 1940, as amended ("1940 Act") and
rules and regulations thereunder have been construed to prohibit the Company
from purchasing securities or instruments from, or selling securities or
instruments to, any holder of 5% or more of the voting securities of any
investment company managed or advised by AIM. The Company has obtained an
order of exemption from the SEC which permits the Company to engage in certain
transactions with such 5% holder, if the Company complies with conditions and
procedures designed to ensure that such transactions are executed at fair
market value and present no conflicts of interest.
AIM, AIM Capital and their affiliates manage several other investment
accounts, some of which may have investment objectives similar to those of one
or more of the Funds. It is possible that, at times, identical securities will
be appropriate for investment by one or more of the Funds and by one or more of
such investment accounts. The position of each account, however, in the
securities of the same issue may vary and the length of time that each account
may choose to hold its investment in the securities of the same issue may
likewise vary. The timing and amount of purchase by each account will be
determined by its cash position. If the purchase or sale of securities
consistent with the investment policies of a Fund and one or more of these
accounts is considered at or about the same time, transactions in such
securities will be allocated among the Fund(s) and such accounts in a manner
deemed equitable by AIM. AIM may combine such transactions, in accordance with
applicable laws and regulations, in order to obtain the best net price
8
<PAGE> 89
and most favorable execution. Simultaneous transactions could, however,
adversely affect the ability of a Fund to obtain or dispose of the full amount
of a security which it seeks to purchase or sell.
Under the 1940 Act, persons affiliated with the Company are prohibited from
dealing with the Funds as principal in any purchase or sale of securities
unless an exemptive order allowing such transactions is obtained from the SEC.
The Board of Directors has adopted procedures pursuant to Rule 17a-7 under the
1940 Act relating to portfolio transactions among the Funds and other accounts
advised by AIM or AIM Capital and each of the Funds may from time to time enter
into transactions in accordance with such Rule and procedures.
From time to time, a Fund may sell a security to, or purchase a security
from, an AIM Fund or another investment account advised by AIM or AIM Capital
when such transactions comply with applicable rules and regulations and are
deemed consistent with the investment objective(s) and policies of the
investment accounts involved. Procedures pursuant to Rule 17a-7 under the 1940
Act regarding transactions between investment accounts advised by AIM or AIM
Capital have been adopted by the Board of Directors/Trustees of the various AIM
Funds including the Company. Although such transactions may result in
custodian, tax or other related expenses, no brokerage commissions or other
direct transaction costs are generated by transactions among the investment
accounts advised by AIM or AIM Capital.
In some cases the procedure for allocating portfolio transactions among the
various investment accounts advised by AIM and AIM Capital could have an
adverse effect on the price or amount of securities available to a Fund. In
making such allocations, the main factors considered by AIM are the respective
investment objectives and policies of its advisory clients, the relative size
of portfolio holdings of the same or comparable securities, the availability of
cash for investment, the size of investment commitments generally held and the
judgments of the persons responsible for recommending the investment.
SECTION 28(e) STANDARDS
Under Section 28(e) of the Securities Exchange Act of 1934, AIM shall not be
"deemed to have acted unlawfully or to have breached its fiduciary duty" solely
because under certain circumstances it has caused the account to pay a higher
commission than the lowest available. To obtain the benefit of Section 28(e),
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 [its]
overall responsibilities with respect to the accounts as to which [it]
exercises investment discretion," and that the services provided by a broker
provide AIM and AIM Capital with lawful and appropriate assistance in the
performance of their investment decision-making responsibilities. Accordingly,
the price to a Fund in any transaction may be less favorable than that
available from another broker-dealer if the difference is reasonably justified
by other aspects of the portfolio execution services offered.
Broker-dealers utilized by AIM may furnish statistical, research and other
information or services which are deemed by AIM and AIM Capital to be
beneficial to the Funds' investment programs. Research services received from
brokers supplement AIM's and AIM Capital's own research (and the research of
sub-advisors to other clients of AIM and AIM Capital), and may include the
following types of information: statistical and background information on
industry groups and individual companies; forecasts and interpretations with
respect to U.S. and foreign economies, securities, markets, specific industry
groups and individual companies; information on political developments;
portfolio management strategies; performance information on securities and
information concerning prices of securities; and information supplied by
specialized services to AIM and AIM Capital and to the Company's directors with
respect to the performance, investment activities and fees and expenses of
other mutual funds. Such information may be communicated electronically,
orally or in written form. Research services may also include the providing of
equipment used to communicate research information, the arranging of meetings
with management of companies and the providing of access to consultants who
supply research information.
9
<PAGE> 90
The outside research assistance is useful to AIM and AIM Capital since the
brokers utilized by AIM as a group tend to follow a broader universe of
securities and other matters than AIM's and AIM Capital's staff can follow. In
addition, this research provides AIM and AIM Capital with a diverse perspective
on financial markets. Research services which are provided to AIM and AIM
Capital by brokers are available for the benefit of all accounts managed or
advised by AIM and AIM Capital or by sub-advisors to other accounts managed or
advised by AIM and AIM Capital. In some cases, the research services are
available only from the broker providing such services. In other cases, the
research services may be obtainable from alternative sources in return for cash
payments. AIM is of the opinion that because the broker research supplements,
rather than replaces, its research, the receipt of such research does not tend
to decrease its expenses, but tends to improve the quality of its investment
advice. However, to the extent that AIM or AIM Capital would have purchased
any such research services had such services not been provided by brokers, the
expenses of such services to AIM or AIM Capital could be considered to have
been reduced accordingly. Certain research services furnished by
broker-dealers may be useful to AIM or AIM Capital with clients other than the
Funds. Similarly, any research services received by AIM or AIM Capital through
the placement of portfolio transactions of other clients may be of value to AIM
or AIM Capital in fulfilling their obligations to the Funds. AIM is of the
opinion that this material is beneficial in supplementing AIM's and AIM
Capital's research and analysis; and, therefore, it may benefit the Funds by
improving the quality of the investment advice. The advisory fees paid by the
Funds are not reduced because AIM and AIM Capital receive such services. Some
broker-dealers may indicate that the provision of research services is
dependent upon the generation of certain specified levels of commissions and
underwriting concessions by AIM's and AIM Capital's clients, including the
Funds.
BROKERAGE COMMISSIONS PAID
For the fiscal years ended October 31, 1995, 1994 and 1993, Charter paid
brokerage commissions of $14,960,600, $4,188,692, and $5,005,249, respectively.
For the fiscal year ended October 31, 1995, AIM allocated certain of Charter's
brokerage transactions to certain broker-dealers that provided AIM with certain
research, statistical and other information. Such transactions amounted to
$269,685,180 and the related brokerage commissions were $374,801.
For the fiscal years ended October 31, 1995, 1994 and 1993, Weingarten paid
brokerage commissions of $21,766,760, $17,841,982, and $17,367,904,
respectively. For the fiscal year ended October 31, 1995, AIM allocated
certain of Weingarten's brokerage transactions to certain broker-dealers that
provided AIM with certain research, statistical and other information. Such
transactions amounted to $641,610,030 and the related brokerage commissions
were $1,017,600.
For the fiscal years ended October 31, 1995, 1994 and 1993, Constellation
paid brokerage commissions of $15,359,510, $6,921,543 and $4,683,461,
respectively. For the fiscal year ended October 31, 1995, AIM allocated certain
of Constellation's brokerage transactions to certain broker-dealers that
provided AIM with certain research, statistical and other information. Such
transactions amounted to $353,895,595 and the related brokerage commissions
were $652,417.
For the fiscal years ended October 31, 1995, 1994 and the ten month period
ended October 31, 1993, Aggressive Growth paid brokerage commissions of
$9,917,185, $1,180,323 and $364,786, respectively. For the fiscal year ended
October 31, 1995, AIM allocated certain of Aggressive Growth's brokerage
transactions to certain broker-dealers that provided AIM with certain research,
statistical and other information. Such transactions amounted to $92,886,344
and the related brokerage commissions were $223,343.
Brokerage commissions paid by the BBC Fund during the fiscal year ended
September 30, 1995, to brokers, other than its investment adviser Robert W.
Baird & Co. Incorporated ("Baird"), totaled $45,867. All of such brokers
provided research services to Baird. During such year, the BBC Fund did not pay
brokerage commissions to Baird. Brokerage commissions paid by the BBC Fund
during the fiscal year ended September 30, 1994 to brokers, other than Baird,
totaled $37,864. All of such brokers provided research services to Baird.
During such year, the Fund did not pay Baird any brokerage
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commissions. Brokerage commissions paid by the BBC Fund during the fiscal year
ended September 30, 1993 to brokers, other than Baird, totaled $59,618. All of
such brokers provided research services to Baird. During such year, the Fund
paid Baird brokerage commissions of $4,120.
Brokerage commissions paid by the BCD Fund during the fiscal year ended
September 30, 1995 to brokers, other than its investment sub-adviser Baird,
totaled $23,940. All of such brokers provided research services to the BCD
Fund's investment adviser. During such year the Fund paid Baird commissions of
$21,221. Brokerage commissions paid by the BCD Fund during the fiscal year
ended September 30, 1994 to brokers, other than Baird, totaled $35,592. All of
such brokers provided research services to the BCD Fund's investment adviser.
During such year, the BCD Fund paid Baird brokerage commissions of $10,220.
Brokerage commissions paid by the BCD Fund during the fiscal year ended
September 30, 1993 to brokers, other than Baird, totaled $23,486. All of such
brokers provided research services to the BCD Fund's investment adviser.
During such year, the BCD Fund paid Baird $17,040.
PORTFOLIO TURNOVER
The portfolio turnover rate of Aggressive Growth, Charter, Constellation and
Weingarten is shown under "Financial Highlights" in the applicable Prospectus
and the estimated portfolio turnover rate of Blue Chip and Capital Development
is stated in the applicable Prospectus under the heading "INVESTMENT PROGRAM -
Portfolio Turnover." Higher portfolio turnover increases transaction costs to
the Fund.
INVESTMENT OBJECTIVES AND POLICIES
The following discussion of investment policies supplements the discussion of
the investment objectives and policies set forth in the Prospectus under the
heading "Investment Program(s)."
Each of the Funds may invest, for temporary or defensive purposes, all or
substantially all of their assets in investment grade (high quality) corporate
bonds, commercial paper, or U.S. Government obligations. In addition, a
portion of each Fund's assets may be held, from time to time, in cash,
repurchase agreements or other debt securities when such positions are deemed
advisable in light of economic or market conditions. For a description of the
various rating categories of corporate bonds and commercial paper in which the
Funds may invest, see the Appendix to this Statement of Additional Information.
COMMON STOCKS - The Funds will invest in common stocks. Common stocks
represent the residual ownership interest in the issuer and are entitled to the
income and increase in the value of the assets and business of the entity after
all of its obligations and preferred stocks are satisfied. Common stocks
generally have voting rights. Common stocks fluctuate in price in response to
many factors including historical and prospective earnings of the issuer, the
value of its assets, general economic conditions, interest rates, investor
perceptions and market liquidity.
PREFERRED STOCKS - The Funds may invest in preferred stocks. Preferred stock
has a preference over common stock in liquidation (and generally dividends as
well) but is subordinated to the liabilities of the issuer in all respects. As
a general rule the market value of preferred stock with a fixed dividend rate
and no conversion element varies inversely with interest rates and perceived
credit risk, while the market price of convertible preferred stock generally
also reflects some element of conversion value. Because preferred stock is
junior to debt securities and other obligations of the issuer, deterioration in
the credit quality of the issuer will cause greater changes in the value of a
preferred stock than in a more senior debt security with similar stated yield
characteristics. Unlike interest payments on debt securities, preferred stock
dividends are payable only if declared by the issuer's board of directors.
Preferred stock also may be subject to optional or mandatory redemption
provisions.
CONVERTIBLE SECURITIES - The Funds may invest in convertible securities. A
convertible security is a bond, debenture, note, preferred stock or other
security that may be converted into or exchanged for a prescribed
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amount of common stock or other equity security of the same or a different
issuer within a particular period of time at a specified price or formula. A
convertible security entitles the holder to receive interest paid or accrued on
debt or the dividend paid on preferred stock until the convertible security
matures or is redeemed, converted or exchanged. Before conversion, convertible
securities have characteristics similar to nonconvertible income securities in
that they ordinarily provide a stable stream of income with generally higher
yields than those of common stocks of the same or similar issuers. Convertible
securities rank senior to common stock in a corporation's capital structure but
are usually subordinated to comparable nonconvertible securities. Convertible
securities may be subject to redemption at the option of the issuer at a price
established in the convertible security's governing instrument.
CORPORATE DEBT SECURITIES - The Funds may invest in corporate debt
securities. Corporations issue debt securities of various types, including
bonds and debentures (which are long-term), notes (which may be short- or
long-term), bankers acceptances (indirectly secured borrowings to facilitate
commercial transactions) and commercial paper (short-term unsecured notes).
These securities typically provide for periodic payments of interest, at a rate
which may be fixed or adjustable, with payment of principal upon maturity and
are generally not secured by assets of the issuer or otherwise guaranteed. The
values of fixed rate income securities tend to vary inversely with changes in
interest rates, with longer-term securities generally being more volatile than
shorter-term securities. Corporate securities frequently are subject to call
provisions that entitle the issuer to repurchase such securities at a
predetermined price prior to their stated maturity. In the event that a
security is called during a period of declining interest rates, the Fund may be
required to reinvest the proceeds in securities having a lower yield. In
addition, in the event that a security was purchased at a premium over the call
price, a Fund will experience a capital loss if the security is called.
Adjustable rate corporate debt securities may have interest rate caps and
floors.
The AIM Blue Chip Fund will not invest in non-convertible corporate debt
securities rated below investment grade by S&P and Moody's or in unrated
non-convertible corporate debt securities believed by the Fund's investment
adviser to be below investment grade quality. Securities rated in the four
highest long-term rating categories by S&P and Moody's are considered to be
"investment grade." S&P's fourth highest long-term rating category is "BBB",
with BBB being the lowest investment grade rating. Moody's fourth highest
long-term rating category is "Baa", with Baa3 being the lowest investment grade
rating. Publications of S&P indicate that it assigns securities to the "BBB"
rating category when such securities are "regarded as having an adequate
capacity to pay interest and repay principal. Such securities normally exhibit
adequate protection parameters, but adverse economic conditions or changing
circumstances are more likely to lead to a weakened capacity to pay," whereas
securities rated AAA by S&P are regarded as having "capacity to pay interest
and repay principal [that] is extremely strong." Publications of Moody's
indicate that it assigns securities to the "Baa rating category when such
securities 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," whereas securities rated Aaa by Moody's "are judged
to be of the best quality" and "carry the smallest degree of investment risk."
U.S. GOVERNMENT SECURITIES - The Funds may invest in securities issued or
guaranteed by the United States government or its agencies or
instrumentalities. These include Treasury securities (bills, notes, bonds and
other debt securities) which differ only in their interest rates, maturities
and times of issuance. U.S. government agency and instrumentality securities
include securities which are supported by the full faith and credit of the
U.S., securities that are supported by the right of the agency to borrow from
the U.S. Treasury, securities that are supported by the discretionary authority
of the U.S. government to purchase certain obligations of the agency or
instrumentality and securities that are supported only by the credit of such
agencies. While the U.S. government may provide financial support to such
U.S. government-sponsored agencies or instrumentalities, no assurance can be
given that it always will do so. The U.S. government, its' agencies and
instrumentalities do not guarantee the market value of their securities and
consequently the values of such securities fluctuate.
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FOREIGN SECURITIES
Each of Aggressive Growth, Blue Chip and Capital Development may invest up to
25% of its total assets in foreign securities. Each of Charter, Weingarten and
Constellation may invest up to 20% of its total assets in foreign securities.
For purposes of computing such limitation American Depository Receipts,
European Depository Receipts and other securities representing underlying
securities of foreign issuers are treated as foreign securities. These
securities may not necessarily be denominated in the same currency as the
securities into which they may be converted. ADRs are receipts typically
issued by a United States bank or trust company which evidence ownership of
underlying securities issued by a foreign corporation. EDRs are receipts
issued in Europe which evidence a similar ownership arrangement. Generally,
ADRs, in registered form, are designed for use in the United States securities
markets, and EDRs, in bearer form, are designed for use in European securities
markets. ADRs and EDRs may be listed on stock exchanges, or traded in OTC
markets in the United States or Europe, as the case may be. ADRs, like other
securities traded in the United States, will be subject to negotiated
commission rates. Investments by the Fund in securities of foreign
corporations may involve considerations and risks that are different in certain
respects from an investment in securities of U.S. companies. Such risks
include possible imposition of withholding taxes on interest or dividends,
possible adoption of foreign governmental restrictions on repatriation of
income or capital invested, or other adverse political or economic
developments. Additionally, it may be more difficult to enforce the rights of
a security holder against a foreign corporation, and information about the
operations of foreign corporations may be more difficult to obtain and
evaluate.
RULE 144A SECURITIES
The Funds may each purchase securities which, while privately placed, are
eligible for purchase and sale pursuant to Rule 144A under the Securities Act
of 1933 (the "1933 Act"). This Rule permits certain qualified institutional
buyers, such as a Fund, to trade in privately placed securities even though
such securities are not registered under the 1933 Act. AIM, under the
supervision of the Company's Board of Directors, will consider whether
securities purchased under Rule 144A are illiquid and thus subject to the
Fund's restriction of investing no more than 15% of its assets 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). The liquidity
of Rule 144A securities will also be monitored by AIM and, if as a result of
changed conditions, it is determined that a Rule 144A security is no longer
liquid, the Fund's holdings of illiquid securities will be reviewed to determine
what, if any, action is required to assure that the Fund does not invest more
than 15% of its assets in illiquid securities. Investing in Rule 144A securities
could have the effect of increasing the amount of the Fund's investments in
illiquid securities if qualified institutional buyers are unwilling to purchase
such securities.
LENDING OF PORTFOLIO SECURITIES
For the purpose of realizing additional income, the Funds may each make
secured loans of portfolio securities amounting to not more than 33 1/3% of its
total assets. None of the Funds currently intend to engage in this investment
practice. Securities loans are made to banks, brokers and other financial
institutions pursuant to agreements requiring that the loans be continuously
secured by collateral at least equal at all times to the value of the
securities lent marked to market on a daily basis. The collateral received will
consist of cash, U.S. Government securities, letters of credit or such other
collateral as may be permitted under the Fund's investment program. While the
securities are being lent, the Fund will continue to receive the equivalent of
the interest or dividends paid by the issuer on the securities, as well as
interest on the investment of the collateral or a fee from the borrower. The
Fund has a right to call each loan and obtain the securities on five business
days' notice or, in connection with securities trading on foreign markets,
within such longer period of time which coincides with the normal settlement
period for purchases and sales of such securities in such foreign markets. The
Fund will not have the right to vote securities while they are being lent, but
it will call a loan in anticipation of any important vote. The risks in lending
portfolio
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securities, as with other extensions of secured credit, consist of possible
delay in receiving additional collateral in the event the value of the
collateral decreased below the value of the securities loaned or of delay in
recovering the securities loaned or even loss of rights in the collateral
should the borrower of the securities fail financially. Loans will only be made
to persons deemed by AIM to be of good standing and will not be made unless, in
the judgment of AIM, the consideration to be earned from such loans would
justify the risk.
REPURCHASE AGREEMENTS
The Funds may each enter into repurchase agreements. A repurchase agreement
is an instrument under which a Fund acquires ownership of a debt security and
the seller (usually a broker or bank) agrees, at the time of the sale, to
repurchase the obligation at a mutually agreed upon time and price, thereby
determining the yield during the Fund's holding period. In the event of
bankruptcy or other default of a seller of a repurchase agreement, the Fund may
experience both delays in liquidating the underlying securities and losses,
including: (a) a possible decline in the value of the underlying security
during the period in which the Fund seeks to enforce its rights thereto; (b) a
possible subnormal level of income and lack of access to income during this
period; and (c) expenses of enforcing its rights. A repurchase agreement is
collateralized by the security acquired by the Fund and its value is marked to
market daily in order to minimize the Fund's risk. Repurchase agreements
usually are for short periods, such as one or two days, but may be entered into
for longer periods of time.
Charter may enter into repurchase agreements (at any time, up to 50% of its
net assets), using only U.S. Government securities, for the sole purpose of
increasing its yield on idle cash. Charter will not invest in a repurchase
agreement of more than seven days' duration if, as a result of that investment,
the amount of repurchase agreements of more than seven days' duration would
exceed 15% of the assets of Charter.
SPECIAL SITUATIONS
Although Constellation does not currently intend to do so, it may invest in
"special situations." A special situation arises when, in the opinion of the
Fund's management, the securities of a particular company will, within a
reasonably estimable period of time, be accorded market recognition at an
appreciated value solely by reason of a development applicable to that company,
and regardless of general business conditions or movements of the market as a
whole. Developments creating special situations might include, among others:
liquidations, reorganizations, recapitalizations, mergers, material litigation,
technical breakthroughs and new management or management policies. Although
large and well known companies may be involved, special situations more often
involve comparatively small or unseasoned companies. Investments in unseasoned
companies and special situations often involve much greater risk than is
inherent in ordinary investment securities. Constellation will not, however,
purchase securities of any company with a record of less than three years'
continuous operation (including that of predecessors) if such purchase would
cause the Fund's investment in all such companies, taken at cost, to exceed 5%
of the value of the Fund's total assets.
SHORT SALES
Although Blue Chip, Weingarten, Constellation, Aggressive Growth and Capital
Development do not currently intend to do so, they may each enter into short
sales transactions. Neither Weingarten, Constellation, Blue Chip nor Capital
Development will make short sales of securities nor maintain a short position
unless at all times when a short position is open, the Fund owns an equal amount
of such securities or securities convertible into or exchangeable, without
payment of any further consideration, for securities of the same issue as, and
equal in amount to, the securities sold short. This is a technique known as
selling short "against the box." Such short sales will be used by each of Blue
Chip, Weingarten, Constellation and Capital Development for the purpose of
deferring recognition of gain or loss for federal income tax purposes. In no
event may more than 10% of the value of the respective Fund's net assets be
deposited or pledged as collateral for such sales at any time.
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WARRANTS
The Funds may, from time to time, invest in 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. Of course, 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 a warrant, the current market value
of the underlying security, the life of the warrant and various other
investment factors. The investment in warrants by the Funds, valued at the
lower of cost or market, may not exceed 5% of the value of their net assets and
not more than 2% of such value may be warrants which are not listed on the New
York or American Stock Exchanges.
OPTIONS
Each of the Funds (except for Charter) is authorized to write (sell) covered
call options on the securities in which it may invest and to enter into closing
purchase transactions with respect to such options. Writing a call option
obligates a Fund to sell or deliver the option's underlying security, in return
for the strike price, upon exercise of the option. By writing a call option,
the Fund receives an option premium from the purchaser of the call option.
Writing covered call options is generally a profitable strategy if prices
remain the same or fall. Through receipt of the option premium, the Fund would
seek to mitigate the effects of a price decline. By writing covered call
options, however, the Fund gives up the opportunity, while the option is in
effect, to profit from any price increase in the underlying security above the
option exercise price. In addition, the Fund's ability to sell the underlying
security will be limited while the option is in effect unless the Fund effects
a closing purchase transaction.
Capital Development and Blue Chip may purchase covered put and call
options, and may engage in strategies employing combinations of covered put and
call options. A put purchased by the Fund constitutes a hedge against a
decline in the price of a security owned by the Fund. It may be sold at a
profit or loss depending upon changes in the price of the underlying security.
It may be exercised at a profit provided that the amount of the decline in the
price of the underlying security below the exercise price during the option
period exceeds the option premium, or it may expire without value. A call
constitutes a hedge against an increase in the price of a security which the
Fund has sold short, it may be sold at a profit or loss depending upon changes
in the price of the underlying security, it may be exercised at a profit
provided that the amount of the increase in the price of the underlying
security over the exercise price during the option period exceeds the option
premium, or it may expire without value. The maximum loss exposure involved in
the purchase of an option is the cost of the option contract.
FUTURES CONTRACTS
Each of the Funds may purchase futures contracts. In cases of purchases of
futures contracts, an amount of cash and cash equivalents, equal to the cost of
the futures contracts (less any related margin deposits), will be segregated
with the Funds' custodian to collateralize the position and ensure that the use
of such futures contracts is unleveraged. Unlike when a Fund purchases or sells
a security, no price is paid or received by a Fund upon the purchase or sale of
a futures contract. Initially, a Fund will be required to deposit with its
custodian for the account of the broker a stated amount, as called for by the
particular contract, of cash or U.S. Treasury bills. This amount is known as
"initial margin." The nature of initial margin in futures transactions is
different from that of margin in securities transactions in that futures
contract margin does not involve the borrowing of funds by the customer to
finance the transactions. Rather, the initial margin is in the nature of a
performance bond or good faith deposit on the contract which is returned to the
Fund upon termination of the futures contract assuming all contractual
obligations have been satisfied. Subsequent payments, called
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"variation margin," to and from the broker will be made on a daily basis as the
price of the futures contract fluctuates making the long and short positions in
the futures contract more or less valuable, a process known as
"marking-to-market." For example, when a Fund has purchased a stock index
futures contract and the price of the underlying stock index has risen, that
position will have increased in value and the Fund will receive from the broker
a variation margin payment with respect to that increase in value. Conversely,
where a Fund has purchased a stock index futures contract and the price of the
underlying stock index has declined, that position would be less valuable and
the Fund would be required to make a variation margin payment to the broker.
Variation margin payments would be made in a similar fashion when a Fund has
purchased an interest rate futures contract. At any time prior to expiration
of the futures contract, a Fund may elect to close the position by taking an
opposite position which will operate to terminate the Fund's position in the
futures contract. A final determination of variation margin is then made,
additional cash is required to be paid by or released to the Fund and the Fund
realizes a loss or gain.
A description of the various types of futures contract that may be utilized
by the Funds is as follows:
Stock Index Futures Contracts
A stock index assigns relative values to the common stocks included in the
index and the index fluctuates with changes in the market values of the common
stocks so included. A stock index futures contract is an agreement pursuant to
which two parties agree to take or make delivery of an amount of cash equal to
a specified dollar (or, in the case of Aggressive Growth, other currency)
amount times the difference between the stock index value at the close of the
last trading day of the contract and the price at which the futures contract is
originally struck. No physical delivery of the underlying stocks in the index
is made. Currently, stock index futures contracts can be purchased or sold
primarily with respect to broad based stock indices such as the S&P's 500 Stock
Index, the New York Stock Exchange Composite Index, the American Stock Exchange
Major Market Index, the NASDAQ -- 100 Stock Index and the Value Line Stock
Index. The stock indices listed above consist of a spectrum of stocks not
limited to any one industry such as utility stocks. Utility stocks, at most,
would be expected to comprise a minority of the stocks comprising the portfolio
of the index. The Funds will only enter into stock index futures contracts as
a hedge against changes resulting from market conditions in the values of the
securities held or which it intends to purchase. When a Fund anticipates a
significant market or market sector advance, the purchase of a stock index
futures contract affords a hedge against not participating in such advance.
Conversely, in anticipation of or in a general market or market sector decline
that adversely affects the market values of a Fund's portfolio of securities,
the Fund may sell stock index futures contracts.
Foreign Currency Futures Contracts
With respect to Aggressive Growth, Blue Chip and Capital Development only,
futures contracts may also be used to hedge the risk of changes in the exchange
rate of foreign currencies.
OPTIONS ON FUTURES CONTRACTS
Aggressive Growth may purchase options on futures contracts. An option on a
futures contract gives 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 option exercise period. The writer of the option is
required upon exercise to assume an offsetting futures position (a short
position if the option is a call and a long 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 assumption of offsetting futures positions by the
writer and holder of the option will be accompanied by delivery of the
accumulated cash balance in the writer's futures margin account which
represents the amount by which the market price of the futures contract, at
exercise, exceeds, in the case of a call, or is less than, in the case of a
put, the exercise price of the option on the futures contract. If an option on
a futures contract is exercised on the last trading date prior to the
expiration date of the option, the settlement will be made entirely in cash
equal to the
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difference between the exercise price of the option and the closing
price of the futures contract on the expiration date.
Aggressive Growth will purchase put options on futures contracts to hedge
against the risk of falling prices for its portfolio securities. Aggressive
Growth will purchase call options on futures contracts as a hedge against a
rise in the price of securities which it intends to purchase. Options on
futures contracts may also be used to hedge the risks of changes in the
exchange rate of foreign currencies. The purchase of a put option on a futures
contract is similar to the purchase of protective put options on a portfolio
security or a foreign currency. The purchase of a call option on a futures
contract is similar in some respects to the purchase of a call option on an
individual security or a foreign currency. Depending on the pricing of the
option compared to either the price of the futures contract upon which it based
or the price of the underlying securities or currency, it may or may not be
less risky than ownership of the futures contract or underlying securities or
currency.
RISKS AS TO FUTURES CONTRACTS AND RELATED OPTIONS
There are several risks in connection with the use of futures contracts and
related options as hedging devices. One risk arises because of the imperfect
correlation between movements in the price of hedging instruments and movements
in the price of the stock, debt security or foreign currency which are the
subject of the hedge. If the price of a hedging instrument moves less than the
price of the stock, debt security or foreign currency which is the subject of
the hedge, the hedge will not be fully effective. If the price of a hedging
instrument moves more than the price of the stock, debt security or foreign
currency, a Fund will experience either a loss or gain on the hedging
instrument which will not be completely offset by movements in the price of the
stock, debt security or foreign currency which is the subject of the hedge.
The use of options futures contracts involves the additional risk that changes
in the value of the underlying futures contract will not be fully reflected in
the value of the option.
Successful use of hedging instruments by the Funds is also subject to AIM's
ability to predict correctly movements in the direction of the stock market, of
interest rates or of foreign exchange rates. Because of possible price
distortions in the futures and options markets and because of the imperfect
correlation between movements in the prices of hedging instruments and the
investments being hedged, even a correct forecast by AIM of general market
trends may not result in a completely successful hedging transaction.
It is also possible that where a Fund has sold futures contracts to hedge its
portfolio against a decline in the market, the market may advance and the value
of stocks or debt securities held in its portfolio may decline. If this
occurred, a Fund would lose money on the futures contracts and also experience
a decline in the value of its portfolio securities. Similar risks exist with
respect to foreign currency hedges.
Positions in futures contracts or options may be closed out only on an
exchange on which such contracts are traded. Although the Funds intend to
purchase or sell futures contracts or, in the case of Aggressive Growth,
purchase options only on exchanges or boards of trade where there appears to be
an active market, there is no assurance that a liquid market on an exchange or
a board of trade will exist for any particular contract at any particular time.
If there is not a liquid market, it may not be possible to close a futures
position or purchase an option at such time. In the event of adverse price
movements under those circumstances, the Fund would continue to be required to
make daily cash payments of maintenance margin on its futures positions. The
extent to which a Fund may engage in futures contracts or, in the case of
Aggressive Growth, related options will be limited by Internal Revenue Code
requirements for qualification as a regulated investment company and a Fund's
intent to continue to qualify as such. The result of a hedging program cannot
be foreseen and may cause a Fund to suffer losses which it would not otherwise
sustain.
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CERTAIN INVESTMENTS
Aggressive Growth does not intend (a) to invest for the purposes of
influencing management or exercising control; (b) to purchase interests in oil,
gas or other mineral exploration or development programs; (c) to purchase
securities which are subject to restrictions on disposition under the
Securities Act of 1933; (d) to buy or sell mortgages; (e) to purchase
securities of any company with a record of less than three years' continuous
operations (including that of predecessors) if such purchase would cause the
Fund's aggregate investments in all such companies taken at cost to exceed 5%
of the Fund's total assets taken at market value; and (f) to purchase or retain
the securities of any issuer if the officers or directors of the Company and
its investment advisor who own beneficially more than 1/2 of 1% of the
securities of such issuer together own more than 5% of the securities of such
issuer. Aggressive Growth may purchase securities directly from an issuer for
its own portfolio and may dispose of such securities.
The investment policies stated above are not fundamental policies of the
Funds and may be changed by the Board of Directors of the Company without
shareholder approval. Shareholders will be notified before any material change
in the investment policies stated above become effective.
INVESTMENT RESTRICTIONS
The following additional fundamental policies and investment restrictions
have been adopted by each Fund as indicated and, except as noted, such policies
cannot be changed without the approval of a majority of the outstanding voting
securities of the Fund, as defined in the 1940 Act.
BLUE CHIP
Blue Chip may not:
(a) issue bonds, debentures or senior equity securities;
(b) concentrate its investments; that is, invest more than 25% of the
value of its assets in issuers which conduct their business operations in the
same industry;
(c) invest in real estate, except that this restriction does not preclude
investments in real estate investment trusts;
(d) write, purchase, or sell puts, calls, straddles, spreads or
combinations thereof (other than covered put and call options), or sell
securities short (except against the box collateralized by not more than 10% of
its net assets) or deal in commodities;
(e) make loans, except that the purchase of a portion of an issue of
publicly distributed bonds, debentures or other debt securities, or purchasing
short-term obligations, is not considered to be a loan for purposes of this
restriction, provided that the Fund may lend its portfolio securities provided
the value of such loaned securities does not exceed 33 1/3% of its total
assets;
(f) purchase securities on margin, except that the Fund may obtain such
short term credits as may be necessary for the clearance of purchases or sales
of securities;
(g) borrow money or pledge its assets except that, as a temporary measure
for extraordinary or emergency purposes and not for investment purposes, the
Fund may borrow from banks (including the Fund's custodian bank) amounts of up
to 10% of the value of its total assets, and may pledge amounts of up to 20% of
its total assets to secure such borrowings; or
(h) act as an underwriter of securities of other issuers.
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<PAGE> 99
In addition, Blue Chip may not (a) purchase warrants, valued at the lower of
cost or market, in excess of 5% of the value of the Fund's net assets, and no
more than 2% of such value may be warrants which are not listed on the New York
or American Stock Exchanges; (b) purchase or retain the securities of any
issuer, if the officers and directors of the Company, its advisors or
distributor who own individually more than 1/2 of 1% of the securities of such
issuer, together own more than 5% of the securities of such issuer; (c) with
respect to 75% of the Fund's total assets, invest more than 5% of the total
assets of the Fund (valued at market) in securities of any one issuer (other
than obligations of the U.S. Government and its instrumentalities) or purchase
more than 10% of the outstanding securities of any one issuer or more than 10%
of any class of securities of an issuer; (d) deal in forward contracts; (e)
invest in interests in oil, gas or other mineral exploration or development
programs; or (f) invest in securities of companies which have a record of less
than three years of continuous operation if such purchase at the time thereof
would cause more than 5% of the total assets of the Fund to be invested in the
securities of such companies (with such period of three years to include the
operation of any predecessor company or companies, partnership or individual
enterprise if the company whose securities are proposed for investment by the
Fund has come into existence as the result of a merger, consolidation,
reorganization or purchase of substantially all of the assets of such
predecessor company or companies, partnership or individual enterprise). These
additional restrictions are not fundamental, and may be changed by the Board of
Directors of the Company without shareholder approval.
To permit the sale of shares of Blue Chip in Texas, investments by Blue Chip
in warrants, valued at the lower of cost or market, may not exceed 5% of the
value of Blue Chip's net assets. Included within that amount, but not to
exceed 2% of Blue Chip's net assets, may be warrants which are not listed on
the New York or American Stock Exchanges. This restriction is not a
fundamental policy.
The Fund will comply with Texas Rule 123.2(6), and follow SEC guidelines,
that provide that loans of the Fund's securities will be fully collateralized.
If a percentage restriction is adhered to at the time of investment, a later
change in percentage resulting from changes in values or assets will not be
considered a violation of the restriction.
CHARTER
Charter may not:
(a) purchase the securities of any one issuer (except securities issued or
guaranteed by the U.S. Government) if, immediately after and as a result of
such purchase, (i) the value of the holdings of the Fund in the securities of
such issuer exceeds 5% of the value of the Fund's total assets, or (ii) the
Fund owns more than 10% of the outstanding voting securities of any one class
of securities of such issuer;
(b) purchase securities of other investment companies;
(c) concentrate its investments; that is, invest more than 25% of the
value of its assets in any particular industry;
(d) purchase or sell real estate or other interests in real estate (except
that this restriction does not preclude investments in marketable securities of
companies engaged in real estate activities);
(e) write, purchase, or sell puts, calls, straddles, spreads or
combinations thereof, or deal in commodities or oil, gas, or other mineral
exploration or development programs;
(f) make loans (except that the purchase of a portion of an issue of
publicly distributed bonds, debentures or other debt securities, or entering
into a repurchase agreement, is not considered to be a loan for purposes of
this restriction), provided that the Fund may lend its portfolio securities
provided the value of such loaned securities does not exceed 33 1/3% of its
total assets;
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<PAGE> 100
(g) purchase securities on margin or sell short;
(h) borrow money or pledge its assets except that, as a temporary measure
for extraordinary or emergency purposes and not for investment purposes, the
Fund may borrow from banks (including the Fund's custodian bank) amounts of up
to 10% of the value of its total assets, and may pledge amounts of up to 20% of
its total assets to secure such borrowings;
(i) invest in companies for the purpose of exercising control or
management;
(j) act as an underwriter of securities of other issuers;
(k) purchase from or sell to any officer, director or employee of the
Fund, or its advisors or distributor, or to any of their officers or directors,
any securities other than shares of the capital stock of Charter;
(l) purchase or retain the securities of any issuer if those officers and
directors of the Company, its advisors or distributor owning individually more
than 1/2 of 1% of the securities of such issuer, together own more than 5% of
the securities of such issuer; or
(m) invest any of its assets in securities of companies having a record
of less than five years' continuous operation, including the operations of
their predecessors.
To permit the sale of shares of Charter in Texas, investments by Charter in
warrants, valued at the lower of cost or market, may not exceed 5% of the value
of Charter's net assets. Included within that amount, but not to exceed 2% of
Charter's net assets, may be warrants which are not listed on the New York or
American Stock Exchanges. This restriction is not a fundamental policy.
The Fund will comply with Texas Rule 123.2(6), and follow SEC guidelines,
that provide that loans of the Fund's securities will be fully collateralized.
If a percentage restriction is adhered to at the time of investment, a later
change in percentage resulting from changes in values or assets will not be
considered a violation of the restriction.
WEINGARTEN
Weingarten may not:
(a) issue bonds, debentures or senior equity securities;
(b) underwrite securities of other companies or purchase restricted
securities ("letter stock");
(c) invest in real estate, except that the Fund may purchase securities of
real estate investment trusts;
(d) lend money, except in connection with the acquisition of a portion of
an issue of publicly distributed bonds, debentures or other corporate or
governmental obligations, provided that the Fund may lend its portfolio
securities provided the value of such loaned securities does not exceed 33 1/3%
of its total assets;
(e) purchase securities on margin, except that the Fund may obtain such
short-term credits as may be necessary for the clearance of purchases and sales
of securities;
(f) purchase shares in order to control management of a company;
(g) invest in commodities or commodity contracts or in puts or calls
except as set forth above under "Investment Objectives and Policies - Writing
Call Option Contracts";
(h) invest in securities of other investment companies;
(i) invest more than 25% of the value of its total assets in securities of
issuers all of which conduct their principal business activities in the same
industry; or
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<PAGE> 101
(j) borrow money or pledge its assets, except that, as a temporary measure
for extraordinary or emergency purposes and not for investment purposes, the
Fund may borrow from banks (including the Fund's custodian bank) amounts of up
to 10% of the value of its total assets, and may pledge amounts of up to 20% of
its total assets to secure such borrowings.
In addition, Weingarten may not (a) purchase warrants, valued at the lower of
cost or market, in excess of 5% of the value of the Fund's net assets, and no
more than 2% of such value may be warrants which are not listed on the New York
or American Stock Exchanges; (b) purchase or retain the securities of any
issuer, if the officers and directors of the Company, its advisors or
distributor who own individually more than 1/2 of 1% of the securities of such
issuer, together own more than 5% of the securities of such issuer; (c) invest
more than 5% of the total assets of the Fund (valued at market) in securities
of any one issuer (other than obligations of the U.S. Government and its
instrumentalities); (d) purchase more than 10% of the outstanding securities of
any one issuer or more than 10% of any class of securities of an issuer; (e)
deal in forward contracts; (f) invest in interests in oil, gas or other mineral
exploration or development programs; or (g) invest in securities of companies
which have a record of less than three years of continuous operation if such
purchase at the time thereof would cause more than 5% of the total assets of
the Fund to be invested in the securities of such companies (with such period
of three years to include the operation of any predecessor company or
companies, partnership or individual enterprise if the company whose securities
are proposed for investment by the Fund has come into existence as the result
of a merger, consolidation, reorganization or purchase of substantially all of
the assets of such predecessor company or companies, partnership or individual
enterprise). These additional restrictions are not fundamental, and may be
changed by the Board of Directors of the Company without shareholder approval.
If a percentage restriction is adhered to at the time of investment, a later
change in percentage resulting from changes in values or assets will not be
considered a violation of the restriction.
CONSTELLATION
Constellation may not:
(a) invest for the purpose of exercising control over or management of any
company;
(b) engage in the underwriting of securities of other issuers;
(c) purchase and sell real estate or commodities or commodity contracts;
(d) make loans, except by the purchase of a portion of an issue of
publicly distributed bonds, debentures or other obligations, provided that the
Fund may lend its portfolio securities provided the value of such loaned
securities does not exceed 33 1/3% of its total assets;
(e) invest in interests in oil, gas or other mineral exploration or
development programs;
(f) invest in securities of other investment companies; or
(g) invest more than 25% of the value of its total assets in securities of
issuers all of which conduct their principal business activities in the same
industry.
In addition, Constellation treats as fundamental its policy concerning
borrowing described under the caption "Investment Programs - Investment
Restrictions - Borrowing" in the Prospectus. In accordance with this policy,
the Fund may borrow funds from a bank (including its custodian bank) to
purchase or carry securities only if, immediately after such borrowing, the
value of the Fund's assets, including the amount borrowed, less its
liabilities, is equal to at least 300% of the amount borrowed, plus all
outstanding borrowings. For the purpose of determining this 300% asset
coverage requirement, the Fund's liabilities will not include the amount
borrowed but will include the market value, at the time of computation, of all
securities borrowed by the Fund in connection with short sales. The amount of
borrowing will also be limited by the applicable margin limitations imposed by
the Federal Reserve Board. If at any time the value of the Fund's assets should
fail to meet the 300% asset coverage requirement, the Fund will, within three
days, reduce its borrowings to the extent necessary. The Fund may be required
to eliminate partially or totally its outstanding borrowings at times when it
may not be desirable for it to do so.
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<PAGE> 102
The Board of Directors of the Company has also adopted the following
limitations which are not matters of fundamental policy of Constellation and
which may be changed without shareholder approval:
(a) the Fund may not purchase or retain the securities of any issuer, if
those officers and directors of the Company, its advisors or distributor owning
individually more than 1/2 of 1% of the securities of such issuer, together own
more than 5% of the securities of such issuer; or
(b) the Fund may not purchase warrants, valued at the lower of cost or
market, in excess of 5% of the value of the Fund's net assets, and no more than
2% of such value may be warrants which are not listed on the New York or
American Stock Exchanges.
Except for the borrowing policy, if a percentage restriction is adhered to at
the time of investment, a later change in the percentage of such investment
held by a Fund resulting solely from changes in values or assets, will not be
considered to be a violation of the restriction.
AGGRESSIVE GROWTH
Aggressive Growth may not:
(a) with respect to 75% of the total assets of the Fund, purchase the
securities of any issuer if such purchase would cause more than 5% of the value
of its assets to be invested in the securities of such issuer (except U.S.
Government securities including securities issued by its agencies and
instrumentalities);
(b) concentrate more than 25% of its investments in a particular industry;
(c) make short sales of securities (unless at all times when a short
position is open it either owns an amount of such securities or owns securities
which, without payment of any further consideration, are convertible into or
exchangeable for securities of the same issue as, and equal in amount to, the
securities sold short, and unless not more than 10% of the Fund's total assets
(taken at current value) is held for such sales at any one time) or purchase
securities on margin, but it may obtain such short-term credit as is necessary
for the clearance of purchases and sales of securities and may make margin
payments in connection with transactions in stock index futures contracts and
options thereon;
(d) act as a securities underwriter under the Securities Act of 1933;
(e) make loans, except (i) through the purchase of a portion of an issue
of bonds or other obligations of types commonly offered publicly and purchased
by financial institutions, and (ii) through the purchase of short-term
obligations (maturing within a year), including repurchase agreements, provided
that the Fund may lend its portfolio securities provided the value of such
loaned securities does not exceed 33 1/3% of its total assets;
(f) borrow, except that the Fund may enter into stock index futures
contracts and that the right is reserved to borrow from banks, provided that no
borrowing may exceed one-third of the value of its total assets (including the
proceeds of such borrowing) and may secure such borrowings by pledging up to
one-third of the value of its total assets. (For the purposes of this
restriction, neither collateral arrangements with respect to margin for a stock
index futures contracts nor the segregation of securities in connection with
short sales are deemed to be a pledge of assets);
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<PAGE> 103
(g) purchase the securities of any other investment company, except that
it may make such a purchase as part of a merger, consolidation or acquisition of
assets and except for the investment in such securities of funds representing
compensation otherwise payable to the directors of the Company pursuant to any
deferred compensation plan existing at any time between the Company and one or
more of its directors; or
(h) buy or sell commodities, commodity contracts or real estate.
To permit the sale of shares of Aggressive Growth in Texas, Aggressive Growth
may not: (a) purchase warrants, valued at the lower of cost or market, in
excess of 5% of the value of the Fund's net assets, and no more than 2% of such
value may be warrants which are not listed on the New York or American Stock
Exchanges; (b) invest more than 15% of its average net assets at the time of
purchase of investments which are not readily marketable. These restrictions
are not fundamental policies and may be changed by the directors without
shareholder approval.
Except for the borrowing policy, if a percentage restriction is adhered to at
the time of investment, a later change in the percentage of such investment
held by a Fund resulting solely from changes in values or assets will not be
considered to be a violation of the restriction.
CAPITAL DEVELOPMENT
Capital Development may not:
(a) with respect to 75% of the total assets of the Fund, purchase the
securities of any one issuer (except securities issued or guaranteed by the
U.S. Government) if, immediately after and as a result of such purchase, (i)
the value of the holdings of the Fund in the securities of such issuer exceeds
5% of the value of the Fund's total assets, or (ii) the Fund owns more than 10%
of the outstanding voting securities of any one class of securities of such
issuer;
(b) concentrate its investments; that is, invest more than 25% of the
value of its assets in issuers who conduct their business operations in the same
industry;
(c) by or sell commodities or commodity contracts or purchase or sell real
estate or other interests in real estate including real estate limited
partnership interests, except that this restriction does not preclude
investments in marketable securities of companies engaged in real estate
activities or in master limited partnership interests that are traded on a
national securities exchange;
(d) make loans, except that the purchase of a portion of an issue of
publicly distributed bonds, debentures or other debt securities, or purchasing
short-term obligations, is not considered to be a loan for purposes of this
restriction, provided that the Fund may lend its portfolio securities provided
the value of such loaned securities does not exceed 33 1/3% of its total
assets;
(e) purchase securities on margin, except that the Fund may obtain such
short term credits as may be necessary for the clearance of purchases or sales
of securities, or sell securities short (except against the box and
collateralized by not more than 10% of its net assets);
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<PAGE> 104
(f) borrow money or pledge its assets except that, as a temporary measure
for extraordinary or emergency purposes and not for investment purposes, the
Fund may borrow from banks (including the Fund's custodian bank) provided that
no borrowing may exceed one-third of the value of its total assets, including
the proceeds of such borrowings, and may secure such borrowings by pledging up
to one-third of the value of its total assets.
(g) act as an underwriter of securities of other issuers.
In addition, Capital Development may not (a) purchase warrants, valued at the
lower of cost or market, in excess of 5% of the value of the Fund's net assets,
and no more than 2% of such value may be warrants which are not listed on the
New York or American Stock Exchanges; (b) purchase or retain the securities of
any issuer, if the officers and directors of the Company, its advisors or
distributor who own individually more than 1/2 of 1% of the securities of such
issuer, together own more than 5% of the securities of such issuer; (c) deal in
forward contracts; (d) invest in interests in oil, gas or other mineral
exploration or development programs; or (e) invest in securities of companies
which have a record of less than three years of continuous operation if such
purchase at the time thereof would cause more than 5% of the total assets of
the Fund to be invested in the securities of such companies (with such period
of three years to include the operation of any predecessor company or
companies, partnership or individual enterprise if the company whose securities
are proposed for investment by the Fund has come into existence as the result
of a merger, consolidation, reorganization or purchase of substantially all of
the assets of such predecessor company or companies, partnership or individual
enterprise). These additional restrictions are not fundamental, and may be
changed by the Board of Directors of the Company without shareholder approval.
To permit the sale of shares of Capital Development in Texas, investments by
the Fund in warrants, valued at the lower of cost or market, may not exceed 5%
of the value of the Fund's net assets. Included within that amount, but not to
exceed 2% of the Fund's net assets, may be warrants which are not listed on the
New York or American Stock Exchanges. This restriction is not a fundamental
policy.
The Fund will comply with Texas Rule 123.2(6), and follow SEC guidelines,
that provide that loans of the Fund's securities will be fully collateralized.
If a percentage restriction is adhered to at the time of investment, a later
change in percentage resulting from changes in values or assets will not be
considered a violation of the restriction.
ADDITIONAL RESTRICTIONS
In order to permit the sale of the Funds' shares in certain states, each Fund
may from time to time make commitments more restrictive than the restrictions
described herein. These restrictions are not matters of fundamental policy,
and should a Fund determine that any such commitment is no longer in the best
interests of the Fund and its shareholders, it will revoke the commitment by
terminating sales of its shares in the states involved.
In order to comply with an undertaking to the State of Texas, each Fund has
agreed that any restriction on investments in "oil, gas and other mineral
exploration or development programs" shall include mineral leases and any
restriction on investments in "real estate or other interests in real estate"
shall include real estate limited partnerships.
For purposes of the investment restrictions described above, the Funds do not
consider investments in financial futures to be investments in commodities.
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<PAGE> 105
MANAGEMENT
DIRECTORS AND OFFICERS
The directors and officers of the Company and their principal occupations
during the last five years are set forth below. Unless otherwise indicated,
the address of each director and officer is 11 Greenway Plaza, Suite 1919,
Houston, Texas 77046-1173. All of the Company's executive officers hold
similar offices with some or all of the other AIM Funds.
*CHARLES T. BAUER, Director and Chairman (76)
Director, Chairman and Chief Executive Officer, A I M Management Group Inc.;
Chairman of the Board of Directors, A I M Advisors, Inc., A I M Capital
Management, Inc., A I M Distributors, Inc., A I M Fund Services, Inc., A I M
Global Associates, Inc., A I M Global Holdings, Inc., A I M Institutional Fund
Services, Inc. and Fund Management Company; and Director, AIM Global Advisors
Limited, A I M Global Management Company Limited and AIM Global Ventures Co.
BRUCE L. CROCKETT, Director (51)
COMSAT Corporation
6560 Rock Spring Drive
Bethesda, MD 20817
Director, President and Chief Executive Officer, COMSAT Corporation (Includes
COMSAT World Systems, COMSAT Mobile Communications, COMSAT Video Enterprises,
COMSAT RSI and COMSAT International Ventures). Previously, President and Chief
Operating Officer, COMSAT Corporation; President, World Systems Division,
COMSAT Corporation; and Chairman, Board of Governors of INTELSAT; (each of the
COMSAT companies listed above is an international communication, information
and entertainment-distribution services company).
OWEN DALY II, Director (71)
Six Blythewood Road
Baltimore, MD 21210
Director, Cortland Trust Inc. (investment company). Formerly, Director,
CF & I Steel Corp., Monumental Life Insurance Company and Monumental General
Insurance Company; and Chairman of the Board of Equitable Bancorporation.
**CARL FRISCHLING, Director (58)
919 Third Avenue
New York, NY 10022
Partner, Kramer, Levin, Naftalis, Nessen, Kamin & Frankel (law firm).
Formerly, Partner, Reid & Priest (law firm); and prior thereto, Partner,
Spengler Carlson Gubar Brodsky & Frischling (law firm).
____________________
* A director who is an "interested person," of A I M Advisors, Inc. and the
Company as defined in the 1940 Act.
** A director who is an "interested person" of the Company as defined in the
1940 Act.
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<PAGE> 106
*** ROBERT H. GRAHAM, Director and President (49)
Director, President and Chief Operating Officer, A I M Management Group Inc.;
Director and President, A I M Advisors, Inc.; Director and Senior Vice
President, A I M Capital Management, Inc., A I M Distributors, Inc.; A I M Fund
Services, Inc., A I M Global Associates, Inc., A I M Global Holdings, Inc., AIM
Global Ventures Co., A I M Institutional Fund Services, Inc. and Fund
Management Company; and Senior Vice President, AIM Global Advisors Limited.
JOHN F. KROEGER, Director (71)
Box 464
24875 Swan Road - Martingham
St. Michaels, MD 21663
Director, Flag Investors International Fund, Inc., Flag Investors Emerging
Growth Fund, Inc., Flag Investors Telephone Income Fund, Inc., Flag Investors
Equity Partners Fund, Inc., Total Return U.S. Treasury Fund, Inc., Flag
Investors Intermediate Term Income Fund, Inc., Managed Municipal Fund, Inc.,
Flag Investors Value Builder Fund, Inc., Flag Investors Maryland Intermediate
Tax-Free Income Fund, Inc., Flag Investors Real Estate Securities Fund, Inc.,
Alex. Brown Cash Reserve Fund, Inc. and North American Government Bond Fund,
Inc. (investment companies). Formerly, Consultant, Wendell & Stockel
Associates, Inc. (consulting firm).
LEWIS F. PENNOCK, Director (53)
8955 Katy Freeway, Suite 204
Houston, TX 77024
Attorney in private practice in Houston, Texas.
IAN W. ROBINSON, Director (72)
183 River Drive
Tequesta, FL 33469
Formerly, Executive Vice President and Chief Financial Officer, Bell Atlantic
Management Services, Inc. (provider of centralized management services to
telephone companies); Executive Vice President, Bell Atlantic Corporation
(parent of seven telephone companies); and Vice President and Chief Financial
Officer, Bell Telephone Company of Pennsylvania and Diamond State Telephone
Company.
LOUIS S. SKLAR, Director (56)
Transco Tower, 50th Floor
2800 Post Oak Blvd.
Houston, TX 77056
Executive Vice President, Development and Operations, Hines Interests Limited
Partnership (real estate development).
____________________
*** A director who is an "interested person," of A I M Advisors, Inc. and the
Company as defined in the 1940 Act.
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<PAGE> 107
****JOHN J. ARTHUR, Senior Vice President and Treasurer (51)
Senior Vice President and Treasurer, A I M Advisors, Inc.; Vice President and
Treasurer, A I M Management Group Inc., A I M Capital Management, Inc., A I M
Distributors, Inc., A I M Fund Services, Inc., A I M Institutional Fund
Services, Inc. and Fund Management Company; and Vice President, AIM Global
Advisors Limited, A I M Global Associates, Inc., A I M Global Holdings, Inc.
and AIM Global Ventures Co.
GARY T. CRUM, Senior Vice President (48)
Director and President, A I M Capital Management, Inc.; Director and Senior
Vice President, A I M Management Group Inc., A I M Advisors, Inc., A I M Global
Associates, Inc., A I M Global Holdings, Inc., and AIM Global Ventures Co.;
Director, A I M Distributors, Inc.; and Senior Vice President, AIM Global
Advisors Limited.
JONATHAN C. SCHOOLAR, Senior Vice President (33)
Director and Senior Vice President, A I M Capital Management, Inc.; and Vice
President, A I M Advisors, Inc.
****CAROL F. RELIHAN, Vice President and Secretary (41)
Senior Vice President, General Counsel and Secretary, A I M Advisors Inc.;
Vice President, General Counsel and Secretary, A I M Management Group Inc.;
Vice President and General Counsel, Fund Management Company; Vice President and
Secretary, A I M Global Associates, Inc. and A I M Global Holdings, Inc.; Vice
President and Assistant Secretary, AIM Global Advisors Limited and AIM Global
Ventures Co.; Vice President, A I M Capital Management, Inc., A I M
Distributors, Inc., A I M Fund Services, Inc. and A I M Institutional Fund
Services, Inc.
DANA R. SUTTON, Vice President and Assistant Treasurer (36)
Vice President and Fund Controller, A I M Advisors, Inc.; and Assistant Vice
President and Assistant Treasurer, Fund Management Company.
MELVILLE B. COX, Vice President (52)
Vice President, A I M Advisors, Inc., A I M Capital Management, Inc., A I M
Fund Services, Inc. and A I M Institutional Fund Services, Inc.; and Assistant
Vice President, A I M Distributors, Inc. and Fund Management Company.
Formerly, Vice President, Charles Schwab & Co., Inc.; Assistant Secretary,
Charles Schwab Family of Funds and Schwab Investments; Chief Compliance
Officer, Charles Schwab Investment Management, Inc.; and Vice President,
Integrated Resources Life Insurance Co. and Capitol Life Insurance Co.
The standing committees of the Board of Directors are the Audit Committee,
the Investments Committee and the Nominating and Compensation Committee.
The members of the Audit Committee are Messrs. Daly, Kroeger (Chairman),
Pennock and Robinson. The Audit Committee is responsible for meeting with the
Company's auditors to review audit procedures and results and to consider any
matters arising from an audit to be brought to the attention of the directors
as a whole with respect to the Company's fund accounting or its internal
accounting controls, and considering such matters as may from time to time be
set forth in a charter adopted by the Board of Directors and such committee.
____________________
**** Mr. Arthur and Ms. Relihan are married to each other.
27
<PAGE> 108
The members of the Investments Committee are Messrs. Bauer, Crockett, Daly
(Chairman), Kroeger and Pennock. The Investment Committee is responsible for
reviewing portfolio compliance, brokerage allocation, portfolio investment
pricing issues, interim dividend and distribution issues, and considering such
matters as may from time to time be set forth in a charter adopted by the Board
of Directors and such committee.
The members of the Nominating and Compensation Committee are Messrs.
Crockett, Daly, Kroeger, Pennock (Chairman) and Sklar. The Nominating and
Compensation Committee is responsible for considering and nominating
individuals to stand for election as directors who are not interested persons
as long as the Company maintains a distribution plan pursuant to Rule 12b-1
under the 1940 Act, reviewing from time to time the compensation payable to the
disinterested directors, and considering such matters as may from time to time
be set forth in a charter adopted by the Board of Directors and such committee.
Remuneration of Directors
Each director is reimbursed for expenses incurred in connection with each
meeting of the Board of Directors or any Committee attended. The Directors of
the Company who do not serve as officers of the Company are compensated for
their services according to a fee schedule which recognizes the fact that they
also serve as directors or trustees of certain other investment companies
advised or managed by AIM. Each such director receives a fee, allocated among
the AIM Funds for which he serves as a director or trustee, which consists of
an annual retainer component and a meeting fee component.
Set forth below is information regarding compensation paid or accrued for
each director of the Company:
<TABLE>
<CAPTION>
============================================================================================
RETIREMENT
AGGREGATE BENEFITS
COMPENSATION ACCRUED TOTAL
FROM THE BY ALL AIM COMPENSATION
Director COMPANY(1) FUNDS(2) FROM ALL AIM FUNDS(3)
- --------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Charles T. Bauer $ 0 $ 0 $ 0
- --------------------------------------------------------------------------------------------
Bruce L. Crockett 13,461 3,655 57,750
- --------------------------------------------------------------------------------------------
Owen Daly II 14,385 18,662 58,125
- --------------------------------------------------------------------------------------------
Carl Frischling 13,938 11,323 57,250
- --------------------------------------------------------------------------------------------
Robert H. Graham 0 0 0
- --------------------------------------------------------------------------------------------
John F. Kroeger 14,807 22,313 58,125
- --------------------------------------------------------------------------------------------
Lewis F. Pennock 13,476 5,067 58,125
- --------------------------------------------------------------------------------------------
Ian Robinson 13,373 15,381 56,750
- --------------------------------------------------------------------------------------------
Louis S. Sklar 14,003 6,632 57,250
============================================================================================
________________
(1) The total amount of compensation deferred by all Directors of the Company
during the fiscal year ended October 31, 1995, including interest earned
thereon, was $53,856.
(2) During the fiscal year ended October 31, 1995, the total amount of
expenses allocated to the Company in respect of such retirement benefits was
$31,585. Data reflects compensation estimated for the calendar year ended
December 31, 1995.
28
<PAGE> 109
(3) Messrs. Bauer, Daly, Graham, Kroeger and Pennock each serve as
Director or Trustee of a total of 11 AIM Funds. Messrs. Crockett,
Frischling, Robinson and Sklar each serves as a Director or Trustee of a total
of 10 AIM Funds. Data reflects compensation estimated for the calendar year
ended December 31, 1995.
AIM Funds Retirement Plan for Eligible Directors/Trustees
Under the terms of the AIM Funds Retirement Plan for Eligible
Directors/Trustees (the "Plan"), each director (who is not an employee of any
of the AIM Funds, A I M Management Group Inc. or any of their affiliates) may
be entitled to certain benefits upon retirement from the Board of Directors.
Pursuant to the Plan, the normal retirement date is the date on which the
eligible director has attained age 65 and has completed at least five years of
continuous service with one or more of the regulated investment companies
managed, administered or distributed by AIM or its affiliates (the "AIM
Funds"). Each eligible director is entitled to receive an annual benefit from
the AIM Funds commencing on the first day of the calendar quarter coincident
with or following his date of retirement equal to 75% of the retainer paid or
accrued by the AIM Funds for such director during the twelve-month period
immediately preceding the director's retirement (including amounts deferred
under a separate agreement between the AIM Funds and the director) for the
number of such director's years of service (not in excess of 10 years of
service) completed with respect to any of the AIM Funds. Such benefit is
payable to each eligible director in quarterly installments. If an eligible
director dies after attaining the normal retirement date but before receipt of
any benefits under the Plan commences, the director's surviving spouse (if any)
shall receive a quarterly survivor's benefit equal to 50% of the amount payable
to the deceased director for no more than ten years beginning the first day of
the calendar quarter following the date of the director's death. Payments
under the Plan are not secured or funded by any AIM Fund.
Set forth below is a table that shows the estimated annual benefits payable
to an eligible director upon retirement assuming various compensation and years
of service classifications. The estimated credited years of service for
Messrs. Crockett, Daly, Frischling, Kroeger, Pennock, Robinson and Sklar are 8,
9, 18, 18, 14, 8 and 6 years, respectively.
Annual Compensation
Paid By All AIM
Funds
==========================
Number of $60,000 $65,000
Years of --------------------------
Service 10 $45,000 $48,750
With the --------------------------
AIM Funds 9 $40,500 $43,875
--------------------------
8 $36,000 $39,000
--------------------------
7 $31,500 $34,750
--------------------------
6 $27,000 $29,250
--------------------------
5 $22,500 $24,375
==========================
Deferred Compensation Agreements
Messrs. Daly, Frischling, Kroeger, Robinson and Sklar (for purposes of this
paragraph only, the "deferring directors") have each executed a Deferred
Compensation Agreement (collectively, the "Agreements"). Pursuant to the
Agreements, the deferring directors may elect to defer receipt of up to 100% of
their compensation payable by the Company, and such amounts are placed into a
deferral account. Currently, the deferring directors may select various AIM
Funds in which all or part of his deferral account shall be deemed to be
invested. Distributions from the deferring directors' deferral accounts will
be paid in cash, in generally equal quarterly installments over a period of ten
years beginning on the date the deferring director's retirement benefits
commence under the Plan. The Company's Board of Directors, in its sole
discretion, may accelerate
29
<PAGE> 110
or extend the distribution of such deferral accounts after the deferring
director's termination of service as a director of the Company. If a deferring
director dies prior to the distribution of amounts in his deferral account, the
balance of the deferral account will be distributed to his designated
beneficiary in a single lump sum payment as soon as practicable after such
deferring director's death. The Agreements are not funded and, with respect to
the payments of amounts held in the deferral accounts, the deferring directors
have the status of unsecured creditors of the Company and of each other AIM
Fund from which they are deferring compensation.
The Company paid the law firm of Kramer, Levin, Naftalis, Nessen, Kamin &
Frankel $6,853, $13,238, $4,857 and $14,394 in legal fees for services provided
to Charter, Weingarten, Aggressive Growth and Constellation, respectively,
during the fiscal year ended October 31, 1995. Mr. Carl Frischling, a director
of the Company, is a partner in such firm.
INVESTMENT ADVISORY, ADMINISTRATIVE SERVICES AND SUB-ADVISORY AGREEMENTS
AIM is a wholly-owned subsidiary of A I M Management Group Inc. ("AIM
Management"), 11 Greenway Plaza, Suite 1919, Houston, Texas 77046. AIM
Management is a holding company that has been engaged in the financial services
business since 1976. Certain of the directors and officers of AIM are also
executive officers of the Company and their affiliations are shown under
"Directors and Officers". AIM Capital, a wholly owned subsidiary of AIM, is
engaged in the business of providing investment advisory services to investment
companies, corporations, institutions and other accounts.
AIM was organized in 1976, and, together with its affiliates, advises or
manages 41 investment company portfolios. As of December 1, 1995, the total
assets of the investment company portfolios advised or managed by AIM and its
affiliates were approximately $41.2 billion.
AIM and the Company have adopted a Code of Ethics (the "Code") which
requires investment personnel and certain other employees (a) to pre-clear
personal securities transactions subject to the Code, (b) to file reports
regarding such transactions, (c) to refrain from personally engaging in (i)
short-term trading of a security, (ii) transactions involving a security within
seven days of an AIM Fund transaction involving the same security, and (iii)
transactions involving securities being considered for investment by an AIM
Fund, and (d) abide by certain other provisions under the Code. The Code also
prohibits personnel and other employees from purchasing securities in an initial
public offering. Personal trading reports are reviewed periodically by AIM, and
the Board of Directors reviews quarterly and annual reports (including
information on any substantial violations of the Code). Violations of the Code
may result in sanctions which may include censure, monetary penalties,
suspension or termination of employment. Copies of the Code are on file with
the SEC and are available without charge upon written request to the Company.
The Funds have entered into a Master Investment Advisory Agreement dated as
of October 18, 1993, as amended (the "Master Advisory Agreement") and a Master
Administrative Services Agreement dated as of October 18, 1993, as amended (the
"Master Administrative Services Agreement") with AIM. In addition, AIM has
entered into a Master Sub-Advisory Agreement dated as of October 18, 1993 (the
"Master Sub-Advisory Agreement") with AIM Capital with respect to Charter,
Weingarten and Constellation. Prior investment advisory agreements (the "Prior
Investment Advisory Agreements"), administrative services agreements (the
"Prior Administrative Services Agreements") and sub-advisory agreements (the
"Prior Sub-Advisory Agreements"), with substantially identical terms (including
the fee schedules) to the Master Advisory Agreement, the Master Administrative
Services Agreement and the Master Sub-Advisory Agreement, respectively, were
previously in effect. Prior to June 30, 1992, Aggressive Growth's investment
advisor was CIGNA Investments, Inc. ("CII") (such agreement hereinafter
referred to as the "CII Agreement").
Both the Master Advisory Agreement and the Master Sub-Advisory Agreement
provide that the Fund will pay or cause to be paid all expenses of the Fund not
assumed by AIM or AIM Capital, including, without limitation: brokerage
commissions, taxes, legal, auditing or governmental fees, the cost of preparing
share certificates, custodian, transfer and shareholder service agent costs,
expenses of issue, sale, redemption, and repurchase of shares, expenses of
registering and qualifying shares for sale, expenses relating to directors and
shareholder meetings, the cost of preparing and distributing reports and
notices to shareholders, the fees
30
<PAGE> 111
and other expenses incurred by the Company on behalf of the Fund in
connection with membership in investment company organizations, the cost of
printing copies of prospectuses and statements of additional information
distributed to the Funds' shareholders and all other charges and costs of the
Funds' operations unless otherwise explicitly provided.
The Master Advisory Agreement and the Master Sub-Advisory Agreement each
provide that if, for any fiscal year, the total of all ordinary business
expenses of any Fund, including all investment advisory fees, but excluding
brokerage commissions and fees, taxes, interest and extraordinary expenses,
such as litigation, exceed the applicable expense limitations imposed by state
securities regulations in any state in which such Fund's shares are qualified
for sale, as such limitations may be raised or lowered from time to time, the
aggregate of all such investment advisory fees with respect to such Fund shall
be reduced by the amount of such excess. The amount of any such reduction to
be borne by AIM shall be deducted from the monthly investment advisory fees
otherwise payable to AIM with respect to such Fund during such fiscal year. If
required pursuant to such state securities regulations, AIM will reimburse each
Fund, no later than the last day of the first month of the next succeeding
fiscal year, for any such annual operating expenses (after reduction of all
investment advisory fees in excess of such limitation).
The Master Advisory Agreement and the Master Sub-Advisory Agreement became
effective on October 18, 1993 and will continue in effect from year to year
thereafter only if such continuance is specifically approved at least annually
by (i) the Company's Board of Directors or the vote of a "majority of the
outstanding voting securities" of the Funds (as defined in the 1940 Act) and
(ii) the affirmative vote of a majority of the directors who are not parties to
the agreements or "interested persons" of any such party (the "Non-Interested
Directors") by votes cast in person at a meeting called for such purpose. Each
agreement provides that the Funds, AIM (in the case of the Master Advisory
Agreement) or AIM Capital (in the case of the Master Sub-Advisory Agreement)
may terminate such agreement on sixty (60) days' written notice without
penalty. Each agreement terminates automatically in the event of its
assignment.
With respect to each of Charter and Constellation, AIM receives a fee
calculated at an annual rate of 1.0% of the first $30 million of such Fund's
average daily net assets, plus 0.75% of such Fund's average daily net assets in
excess of $30 million to and including $150 million, plus 0.625% of such Fund's
average daily net assets in excess of $150 million. With respect to
Weingarten, AIM's fee is calculated at an annual rate of 1.0% of the first $30
million of the Fund's average daily net assets, plus 0.75% of the Fund's
average daily net assets in excess of $30 million to and including $350
million, plus 0.625% of the Fund's average daily net assets in excess of $350
million. With respect to Aggressive Growth, AIM's fee is calculated at an
annual rate of 0.80% of the first $150 million of the Fund's average daily net
assets, plus 0.625% of the Fund's average daily net assets in excess of $150
million. With respect to Blue Chip and Capital Development, AIM is entitled to
receive a fee calculated at an annual rate of 0.75% of such Fund's average
daily net assets. As compensation for its services, AIM pays 50% of the
advisory fees it receives pursuant to the Master Advisory Agreement with
respect to Charter, Weingarten and Constellation to AIM Capital.
Each Fund paid to AIM the following advisory fees net of any expense
limitations for the years ended October 31, 1995, 1994 and 1993:
</TABLE>
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Charter . . . . . . . . $10,890,335 $10,447,924 $9,635,490
Weingarten . . . . . . 25,448,131 26,472,250 32,301,167
Constellation . . . . . 31,042,229 19,926,118 12,398,962
Aggressive Growth . . . 6,974,263 1,903,277 413,370*
</TABLE>
* Fee paid by Aggressive Growth was for the ten-month period ended October
31, 1993.
Aggressive Growth paid AIM a management fee in the amount of $413,370 for the
six month period ended December 31, 1992 under the Prior Investment Advisory
Agreements. For the fiscal year ended December 31, 1992, Aggressive Growth
paid CII, pursuant to the CII Agreement, fees net of the expense
31
<PAGE> 112
limitation of $30,905 in the amount of $17,206. Management fees before
reduction of the expense limitation would have been $48,111 for such period.
AIM, in turn, paid the following sub-advisory fees to AIM Capital, as
sub-advisor for each Fund (other than Aggressive Growth), for the years ended
October 31, 1995, 1994 and 1993:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Charter . . . . . . . $ 5,445,168 $ 5,223,962 $ 4,817,745
Weingarten . . . . . 12,724,066 13,236,125 16,150,583
Constellation . . . . 15,521,115 9,963,058 6,199,481
</TABLE>
Prior to March 29, 1996, the investment adviser to the BBC Fund was Baird.
Baird was also the Fund's distributor. Baird is an indirect partially-owned
subsidiary of, and controlled by, The Northwestern Mutual Life Insurance
Company. The BBC Fund and Baird entered into an investment advisory agreement
pursuant to which Baird furnished continuous investment advisory services to
the BBC Fund. That investment advisory agreement was terminated in connection
with the reorganization of the BBC Fund. During the fiscal years ended
September 30, 1995, September 30, 1994 and September 30, 1993, the BBC Fund
paid Baird fees of $469,802, $454,724 and $489,616, respectively.
Prior to March 29, 1996, the investment adviser to the BCD Fund was Fiduciary
Management, Inc. ("FMI"). FMI is wholly-owned by Ted D. Kellner, its Chairman
and Chief Executive Officer, and Donald S. Wilson, its President and Treasurer.
Pursuant to an investment advisory agreement between the BCD Fund and FMI, FMI
furnished continuous investment advisory services to the BCD Fund. That
investment advisory agreement was terminated in connection with the
reorganization of the BCD Fund. During the fiscal years ended September 30,
1995, September 30, 1994 and September 30, 1993, the BCD Fund paid FMI fees of
$225,719, $221,153 and $186,363, respectively.
Prior to March 29, 1996, Baird served as sub-adviser to the BCD Fund. Baird
was also the BCD Fund's distributor. Baird is an indirect partially-owned
subsidiary of, and controlled by, The Northwestern Mutual Life Insurance
Company. The BCD Fund and Baird entered into a sub-advisory agreement pursuant
to which Baird provided research services to the FMI. That sub-advisory
agreement was terminated in connection with the corporate reorganization of the
BCD Fund. During the fiscal years ended September 30, 1995, September 30, 1994
and September 30, 1993, the BCD Fund paid Baird fees of $179,231, $175,603 and
$147,963, respectively.
The Master Administrative Services Agreement provides that AIM may perform or
arrange for the performance of certain accounting and, shareholder services and
other administrative services to each Fund which are not required to be
performed by AIM under the Master Advisory Agreement. For such services, AIM
would be entitled to receive from each Fund reimbursement of its costs or such
reasonable compensation as may be approved by the Company's Board of Directors.
The Master Administrative Services Agreement became effective on October 18,
1993 and will continue in effect until June 30, 1996 and from year to year
thereafter only if such continuance is specifically approved at least annually
by (i) the Company's Board of Directors or the vote of a "majority of the
outstanding voting securities" of the Funds (as defined in the 1940 Act) and
(ii) the affirmative vote of a majority of the Non-Interested Directors by
votes cast in person at a meeting called for such purpose.
In addition, the Transfer Agency and Service agreement for the Fund provides
that A I M Fund Services, Inc. ("AFS"), a registered transfer agent and
wholly-owned subsidiary of AIM, will perform certain shareholder services for
the Fund for a fee per account serviced. The Transfer Agency and Service
Agreement provides that AFS will receive a per account fee plus out-of-pocket
expenses to process orders for purchases, redemptions and exchanges of shares,
prepare and transmit payments for dividends and distributions declared by the
fund, maintain shareholder accounts and provide shareholders with information
regarding the Fund and their accounts. The Transfer Agency and Service
Agreement became effective on November 1, 1994.
32
<PAGE> 113
The Funds paid AIM the following amounts as reimbursement of administrative
services costs for the years ended October 31, 1995, 1994 and 1993:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Charter . . . . . . . . $109,054 $ 980,837 $ 806,712
Weingarten . . . . . . 182,595 3,161,130 3,168,957
Constellation . . . . . 173,257 2,196,752 1,119,692
Aggressive Growth . . . 71,528 472,140 65,561*
</TABLE>
* Fee paid by Aggressive Growth was for the ten-month period ended October
31, 1993.
For the six month period ended December 31, 1992, AIM received administrative
services fees from Aggressive Growth of $12,353 under the Prior Administrative
Services Agreements.
For the period from November 1, 1993 through October 31, 1994, AFS received
shareholder services fees from AIM with respect to Class A shares of Charter,
Weingarten, Aggressive Growth and Constellation in the amount of $890,434,
$3,015,921, $424,814 and $2,080,638, respectively, under the AFS Administrative
Services Agreement between AIM and AFS. The agreement was terminated November
1, 1994.
For the period November 1, 1994 through October 31, 1995, AFS received
transfer agency and shareholder services fees with respect to Class A shares of
Charter, Weingarten, Aggressive Growth and Constellation in the amounts of
$1,555,524, $4,006,530, $1,198,145 and $4,943,213, respectively. For the
period June 26, 1995 (inception date for Class B shares) through October 31,
1995, AFS received transfer agency and shareholder services fees with respect
to Class B shares of Charter and Weingarten in the amount of $13,197 and
$10,301, respectively.
Prior to March 29, 1996, FMI served as the administrator to the BBC Fund and
the BCD Fund. Pursuant to administration agreements between FMI and each of
the BBC Fund and BCD Fund, FMI prepared and maintained the books, accounts and
other documents required by the 1940 Act, determined the fund's net asset
value, responded to shareholder inquiries, prepared the fund's financial
statements and excise tax returns, prepared reports and filings with the
Securities and Exchange Commission, furnished statistical and research data,
clerical, accounting and bookkeeping services and stationery and office
supplies, and maintained the fund's financial accounts and records and
generally assisted in all aspects of the fund's operations other than portfolio
management. Those administration agreements terminated in connection with the
corporate reorganization of the BBC Fund and the BCD Fund. During the fiscal
years ended September 30, 1995, September 30, 1994 and September 30, 1993, the
BBC Fund paid FMI fees of $46,743, $45,724 and $48,205, respectively. During
the fiscal years ended September 30, 1995, September 30, 1994 and September 30,
1993, the BCD Fund paid the FMI fees of $42,361, $41,808 and $37,589,
respectively.
THE DISTRIBUTION PLANS
THE CLASS A PLAN. The Company has adopted a Master Distribution Plan
pursuant to Rule 12b-1 under the 1940 Act relating to the Class A shares of the
Funds (the "Class A Plan"). The Class A Plan provides that the Class A shares
pay 0.35% per annum of their daily average net assets in the case of Blue Chip
and Capital Development, 0.30% per annum of their average daily net assets in
the case of Charter, Weingarten and Constellation and 0.25% per annum of the
average net assets of Aggressive Growth as compensation to AIM Distributors for
the purpose of financing any activity which is primarily intended to result in
the sale of Class A shares. Activities appropriate for financing under the
Class A Plan 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 the Class A
Plan.
33
<PAGE> 114
THE CLASS B PLAN. The Company has also adopted a Master Distribution Plan
pursuant to Rule 12b-1 under the 1940 Act relating to Class B shares of Charter
and Weingarten (the "Class B Plan", and collectively with the Class A Plan, the
"Plans"). Under the Class B Plan, Charter and Weingarten pay compensation to
AIM Distributors at an annual rate of 1.00% of the average daily net assets
attributable to Class B shares. Of such amount, Charter and Weingarten pay a
service fee of 0.25% of the average daily net assets attributable to Class B
shares to selected dealers and other institutions which furnish continuing
personal shareholder services to their customers who purchase and own Class B
shares. Amounts paid in accordance with the Class B Plan may be used to finance
any activity primarily intended to result in the sale of Class B shares,
including but not limited to 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 the Class B Plan. AIM Distributors may transfer and sell its
right under the Class B Plan in order to finance distribution expenditures in
respect of Class B shares.
BOTH PLANS. Pursuant to an incentive program, AIM Distributors may enter
into agreements ("Shareholder Service Agreements") with investment dealers
selected from time to time by AIM Distributors for the provision of
distribution assistance in connection with the sale of the Funds' shares to
such dealers' customers, and for the provision of continuing personal
shareholder services to customers who may from time to time directly or
beneficially own shares of the Funds. The distribution assistance and
continuing personal shareholder services to be rendered by dealers under the
Shareholder Service Agreements may include, but shall not be limited to, the
following: distributing sales literature; answering routine customer inquiries
concerning the Funds; assisting customers in changing dividend options, account
designations and addresses, and in enrolling in any of several special
investment plans offered in connection with the purchase of the Fund's shares;
assisting in the establishment and maintenance of customer accounts and records
and in the processing of purchase and redemption transactions; investing
dividends and any capital gains distributions automatically in the Fund's
shares; and providing such other information and services as the Funds or the
customer may reasonably request.
Under the Plans, in addition to the Shareholder Service Agreements
authorizing payments to selected dealers, banks may enter into Shareholder
Service Agreements authorizing payments under the Plans to be made to banks
which provide services to their customers who have purchased shares. Services
provided pursuant to Shareholder Service Agreements with banks may include some
or all of the following: answering shareholder inquiries regarding the Funds
and the Company; performing sub-accounting; establishing and maintaining
shareholder accounts and records; processing customer purchase and redemption
transactions; providing periodic statements showing a shareholder's account
balance and the integration of such statements with those of other transactions
and balances in the shareholder's other accounts serviced by the bank;
forwarding applicable prospectuses, proxy statements, reports and notices to
bank clients who hold shares of the Funds; and such other administrative
services as the Funds reasonably may request, to the extent permitted by
applicable statute, rule or regulation. Similar agreements may be permitted
under the Plans for institutions which provide recordkeeping for and
administrative services to 401(k) plans.
The Company may also enter into Variable Group Annuity Contractholder Service
Agreements ("Variable Contract Agreements") on behalf of Charter, Weingarten
and Constellation authorizing payments to selected insurance companies offering
variable annuity contracts to employers as funding vehicles for retirement
plans qualified under Section 401(a) of the Internal Revenue Code. Services
provided pursuant to such Variable Contract Agreements may include some or all
of the following: answering inquiries regarding the Fund and the Company;
performing sub-accounting; establishing and maintaining Contractholder accounts
and records; processing and bunching purchase and redemption transactions;
providing periodic statements of contract account balances; forwarding such
reports and notices to Contractholders relative to the Fund as deemed
necessary; generally, facilitating communications with Contractholders
concerning investments in a Fund on behalf of Plan participants; and performing
such other administrative services as deemed to be necessary or desirable, to
the extent permitted by applicable statute, rule or regulation to provide such
services.
Financial intermediaries and any other person entitled to receive
compensation for selling shares of the Funds may receive different compensation
for selling shares of one particular class over another.
34
<PAGE> 115
Under a Shareholder Service Agreement, the Funds agree 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 generally will be calculated at the end of each payment period for
each business day of the Funds during such period at the annual rate of 0.25%
of the average daily net asset value of the Funds' shares purchased or acquired
through exchange. Fees calculated in this manner 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 the Funds' shares are held.
The Plans are subject to any applicable limitations imposed from time to time
by rules of the National Association of Securities Dealers, Inc.
AIM Distributors does not act as principal, but rather as agent for the
Funds, in making dealer incentive and shareholder servicing payments under the
Plans. These payments are an obligation of the Funds and not of AIM
Distributors.
For the fiscal year ended October 31, 1995, with respect to the Class A
shares, Charter, Weingarten, Aggressive Growth and Constellation paid AIM
Distributors under the Plan $5,007,160, $12,217,290, $3,023,937 and
$14,905,705, respectively, or an amount equal to 0.30%, 0.30%, 0.25% and 0.30%,
respectively, of each Fund's average daily net assets.
For the fiscal year ended October 31, 1995, with respect to Class B shares,
Charter and Weingarten paid AIM Distributors under the Plan $94,462 and
$68,621, respectively, or an amount equal to 1.00% and 1.00%, respectively, of
each Fund's average daily net assets.
An estimate by category of actual fees paid by the following Funds under the
Class A Plan during the year ended October 31, 1995 were allocated as follows:
<TABLE>
<CAPTION>
Aggressive
Charter Weingarten Growth Constellation
------- ---------- ---------- -------------
<S> <C> <C> <C> <C>
Advertising . . . . . . . . . . . . . $ 506,183 $1,079,097 $ 69,790 $ 1,548,808
Printing and mailing prospectuses,
semi-annual reports and annual
reports (other than to
current shareholders) . . . . . . . $ 80,029 $ 177,016 $ 11,964 $ 254,133
Seminars . . . . . . . . . . . . . . $ 170,082 $ 379,034 $ 26,919 $ 538,280
Compensation to Underwriters . . . . $ 190,069 $1,004,091 $ 0 $ 0
Compensation to Dealers . . . . . . . $4,060,817 $9,578,052 $2,915,261 $12,564,484
</TABLE>
An estimate by category of actual fees paid by the following Funds under the
Class B Plan during the period June 26, 1995 (inception date for Class B
shares) through October 31, 1995, were allocated as follows:
<TABLE>
<CAPTION>
Charter Weingarten
------- ----------
<S> <C> <C>
Advertising . . . . . . . . . . . . . . $14,376 $11,437
Printing and mailing prospectuses,
semi-annual reports and annual
reports (other than to current
shareholders) . . . . . . . . . . . . $ 3,081 $ 1,906
Seminars . . . . . . . . . . . . . . . $ 6,161 $ 3,812
</TABLE>
35
<PAGE> 116
<TABLE>
<S> <C> <C>
Seminars . . . . . . . . . . . . . . . $ 6,161 $ 3,812
Compensation to Underwriters . . . . . $70,844 $51,466
Compensation to Dealers . . . . . . . . $ 0 $ 0
</TABLE>
The Plans require AIM Distributors to provide the Board of Directors at least
quarterly with a written report of the amounts expended pursuant to the Plans
and the purposes for which such expenditures were made. The Board of Directors
reviews these reports in connection with their decisions with respect to the
Plans.
As required by Rule 12b-1, the Plans and related forms of Shareholder Service
Agreements were approved by the Board of Directors, including a majority of the
directors who are not "interested persons" (as defined in the 1940 Act) of the
Company and who have no direct or indirect financial interest in the operation
of the Plans or in any agreements related to the Plans ("Qualified Directors").
In approving the Plans in accordance with the requirements of Rule 12b-1, the
directors considered various factors and determined that there is a reasonable
likelihood that the Plans would benefit each class of the Fund and its
respective shareholders.
The Plans do not obligate the Fund to reimburse AIM Distributors for the
actual expenses AIM Distributors may incur in fulfilling its obligations under
the Plans. Thus, even if AIM Distributors' actual expenses exceed the fee
payable to AIM Distributors thereunder at any given time, the Fund will not be
obligated to pay more than that fee. If AIM Distributors' expenses are less
than the fee it receives, AIM Distributors will retain the full amount of the
fee.
Unless the Plans are terminated earlier in accordance with their terms, the
Class B Plan continues in effect until June 30, 1996, and thereafter, both
Plans continue as long as such continuance is specifically approved at least
annually by the Board of Directors, including a majority of the Qualified
Directors.
The Plans may be terminated by the vote of a majority of the Qualified
Directors, 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,
it may be amended by the directors, including a majority of the Qualified
Directors, 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 Qualified Directors is committed to the discretion of the
Qualified Directors. In the event the Class A Plan is amended in a manner
which the Board of Directors determines would materially increase the charges
paid under the Class A Plan, the Class B shares of the Fund will no longer
convert into Class A shares of the Fund unless the Class B shares, voting
separately, approve such amendment. If the Class B shareholders do not approve
such amendment, the Board of Directors will (i) create a new class of shares of
the Fund which is identical in all material respects to the Class A shares as
they existed prior to the implementation of the amendment and (ii) ensure that
the existing Class B shares of the Fund will be exchanged or converted into
such new class of shares no later than the date the Class B shares were
scheduled to convert into Class A shares.
The principal differences between the Class A Plan and the Class B Plan are:
(i) the Class A Plan allows payment to AIM Distributors or to dealers or
financial institutions of up to .35% of average daily net assets of Blue Chip
and Capital Development, .30% of average daily net assets of Charter,
Weingarten and Constellation's Class A shares and up to .25% of average daily
net assets of Aggressive Growth's Class A shares as compared to 1.00% of such
assets of Charter and Weingarten's Class B shares; (ii) the Class B Plan
obligates the 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 unless there has been a complete termination of the Class B Plan
(as defined in such Plan); and (iii) the Class B Plan expressly authorizes AIM
Distributors to assign, transfer or pledge its rights to payments pursuant to
the Class B Plan.
Shares of the BBC Fund and BCD Fund were distributed by Baird pursuant to
distribution agreements between Baird and each of the BBC Fund and BCD Fund.
The BBC Fund and BCD Fund also adopted a
36
<PAGE> 117
distribution plan pursuant to Rule 12b-1 under the 1940 Act. Each plan provided
that Baird was entitled to receive the lesser of .45% per annum of the average
daily net assets of the BBC Fund and BCD Fund, as applicable, or the total costs
incurred by Baird for its distribution efforts. During the fiscal year ended
September 30, 1995, the BBC Fund paid Baird a fee of $170,044 pursuant to the
distribution plan and the related distribution agreement. During such year Baird
incurred distribution expenses of $170,046, of which $5,090 was related to the
printing of the BBC Fund's IRA materials and prospectuses and $164,596 was
compensation to sales personnel. During the fiscal year ended September 30,
1995, the BCD Fund paid Baird a fee of $148,437 pursuant to the distribution
plan and the related distribution agreement. During such year Baird incurred
distribution expenses of $148,438, of which $6,843 was related to the printing
of the BCD Fund's IRA materials and prospectuses and $141,437 was compensation
to sales personnel.
THE DISTRIBUTOR
Information concerning AIM Distributors and the continuous offering of the
Funds' shares is set forth in the Prospectus under the headings "How to
Purchase Shares" and "Terms and Conditions of Purchase of the AIM Funds." A
Master Distribution Agreement with AIM Distributors relating to the Class A
shares of the Funds was approved by the Board of Directors on July 19, 1993,
and has subsequently been amended to cover additional Funds. A Master
Distribution Agreement with AIM Distributors relating to the Class B shares of
Charter and Weingarten was also approved by the Board of Directors on May 9,
1995. Both such Master Distribution Agreements are hereinafter collectively
referred to as the "Distribution Agreements."
The Distribution Agreements provide that AIM Distributors will bear the
expenses of printing from the final proof and distributing prospectuses and
statements of additional information of the Funds relating to public offerings
made by AIM Distributors pursuant to the Distribution Agreements (other than
those prospectuses and statements of additional information distributed to
existing shareholders of the Funds), and any promotional or sales literature
used by AIM Distributors or furnished by AIM Distributors to dealers in
connection with the public offering of the Funds' shares, including expenses of
advertising in connection with such public offerings. 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 shares of Charter and Weingarten 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. AIM Distributors
anticipates that it will require a number of years to recoup from Class B Plan
payments the sales commissions paid to dealers and institutions in connection
with sales of Class B shares.
In the future, if multiple distributors serve Charter or Weingarten, 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 such Fund's Class B
shares sold by or attributable to the distribution efforts of that distributor.
The Company (on behalf of any class of the Funds) or AIM Distributors may
terminate the Distribution Agreements on sixty (60) days' written notice
without penalty. The Distribution Agreements will terminate automatically in
the event of their assignment. In the event the Class B shares Distribution
Agreement is terminated, AIM Distributors would continue to receive payments of
asset based distribution fees in respect of the outstanding Class B shares
attributable to the distribution efforts of AIM Distributors; 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 Distribution Agreement does not effect the obligations of Class
B shareholders to pay Contingent Deferred Sales Charges.
37
<PAGE> 118
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 years ended December 31, 1995, 1994 and 1993:
<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
Sales Amount Sales Amount Sales Amount
Charges Retained Charges Retained Charges Retained
------- -------- ------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
Charter . . . . . . . $ 9,068,400 $ 1,316,019 $10,252,200 $ 1,386,265 $13,707,780 $2,444,337
Weingarten . . . . . 11,992,225 1,767,515 10,398,176 1,494,020 40,790,427 7,477,924
Constellation . . . . 88,958,038 13,097,651 42,593,206 6,482,169 51,092,042 7,847,614
Aggressive Growth* . . 57,745,243 8,232,597 11,846,706 1,975,968 4,184,518 576,011
</TABLE>
* Sales charges paid and amounts retained by AIM Distributors in connection
with the sale of Class A shares for Aggressive Growth were for the
ten-month period ended October 31, 1993.
The following chart reflects the contingent deferred sales charges paid by
Class B shareholders for the period June 26, 1995 (inception date of Class B
shares) through October 31, 1995.
<TABLE>
<CAPTION>
1995
----
<S> <C>
Charter . . . . . . . . . . . . . . . . . . . . $55
Weingarten . . . . . . . . . . . . . . . . . . 60
</TABLE>
Shares of the BBC Fund and BCD Fund were sold at a public offering price
which included a sales charge. The BBC Fund and BCD Fund each waived its sales
charge in connection with sales to specified types of investors and on
purchases of $1,000,000 or more, but imposed a contingent deferred sales charge
upon the redemption of certain shares so purchased, which contingent deferred
sale charge was paid to Baird. During the fiscal years ended September 30,
1995, September 30, 1994 and September 30, 1993, Baird received approximately
$126,853, $109,000 and $201,000, respectively in front-end sales commissions in
connection with the sales of BBC Fund shares, all of which it retained. During
the fiscal years ended September 30, 1995, September 30, 1994 and September 30,
1993, Baird received $346, $141 and $460 in deferred sales commissions in
connection with sales of BBC Fund shares, respectively, all of which it
retained. During the fiscal years ended September 30, 1995, September 30, 1994
and September 30, 1993, Baird received approximately $97,202, $173,000 and
$281,000, respectively in front-end sales commissions in connection with sales
of BCD Fund shares, all of which it retained. During the fiscal years ended
September 30, 1995, September 30, 1994 and September 30, 1993, Baird received
$75, $2,164 and $146 in deferred sales commissions in connection with sales of
BCD Fund shares, respectively, all of which it retained.
HOW TO PURCHASE AND REDEEM SHARES
A complete description of the manner by which shares of the Funds may be
purchased appears in the Prospectus under the caption "How to Purchase Shares."
The sales charge normally deducted on purchases of Class A shares of the
Funds is used to compensate AIM Distributors and participating dealers for
their expenses incurred in connection with the distribution of such shares.
Since there is little expense associated with unsolicited orders placed
directly with AIM Distributors by persons, who because of their relationship
with the Funds or with AIM and its affiliates, are familiar with the Funds, or
whose programs for purchase involve little expense (e.g., because of the size
of the transaction and shareholder records required), AIM Distributors believes
that it is appropriate and in the Funds' best interests that such persons be
permitted to purchase Class A shares of the Funds through AIM Distributors
without payment of a sales charge. The persons who may purchase Class A shares
of the Funds without a sales charge are shown in the Prospectus.
38
<PAGE> 119
Complete information concerning the method of exchanging shares of the Funds
for shares of the other mutual funds managed or advised by AIM is set forth in
the Prospectus under the caption "Exchange Privilege."
Information concerning redemption of the Funds' shares is set forth in the
Prospectus under the caption "How to Redeem Shares." 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 Fund telephone: (713) 626-1919, Extension 5001 (in
Houston) or (800) 347-4246 (elsewhere) and guarantee delivery of all required
documents in good order. A repurchase is effected at the net asset value of
the Fund next determined after such order is received. Such arrangement is
subject to timely receipt by A I M Fund Services, Inc. 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 the Funds or by AIM
Distributors (other than any applicable CDSC) when shares are redeemed or
repurchased, dealers may charge a fair service fee for handling the
transaction.
The right of redemption may be suspended or the date of payment postponed
when (a) trading on the New York Stock Exchange is restricted, as determined by
applicable rules and regulations of the SEC, (b) the New York Stock Exchange 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 the Fund not reasonably practicable.
NET ASSET VALUE DETERMINATION
In accordance with the current rules and regulations of the SEC, the net
asset value of a share of each Fund is determined once daily as of 4:00 p.m.
Eastern Time on each business day of the Fund. In the event the New York Stock
Exchange closes early (i.e. before 4:00 p.m. Eastern Time) on a particular day,
the net asset value of a Fund share is determined as of the close of the New
York Stock Exchange on such day. For purposes of determining net asset value
per share, futures and options contract closing prices which are available
fifteen (15) minutes after the close of trading on the New York Stock Exchange
will generally be used. The net asset values per share of the Retail Classes
and the Institutional Class will differ because different expenses are
attributable to each class. The income or loss and the expenses common to all
classes of a Fund are allocated to each class on the basis of the net assets of
the Fund allocable to each such class, calculated as of the close of business
on the previous business day, as adjusted for the current day's shareholder
activity of each class. In addition to certain common expenses which are
allocated to all classes of a Fund, certain expenses, such as those related to
the distribution of shares of a class, are allocated only to the class to which
such expenses relate. The net asset value per share of a class is determined
by subtracting the liabilities (e.g., the expenses) of the Fund allocated to
the class from the assets of the Fund allocated to the class and dividing the
result by the total number of shares outstanding of such class. Determination
of each Fund's net asset value per share is made in accordance with generally
accepted accounting principles.
Except as provided in the next sentence, a security listed or traded on an
exchange is valued at its last sales price on the exchange where the security
is principally traded or, lacking any sales on a particular day, the security
is valued at the mean between the closing bid and asked prices on that day.
Exchange listed convertible bonds are valued based at the mean between the
closing bid and asked prices obtained from a broker-dealer. Each security
traded in the over-the-counter market (but not including securities reported on
the NASDAQ National Market system) is valued at the mean between the last bid
and asked prices based upon quotes furnished by market makers for such
securities. Each security reported on the NASDAQ National Market System is
valued at the last sales price on the valuation date, or lacking a last sale,
at the mean between the last bid and asked price on that day; securities for
which market quotations are not readily available are valued at fair value as
determined in good faith by or under the supervision of the Company's officers
in a manner specifically authorized by the Board of Directors of the Company.
Short-term obligations having 60 days or less to maturity are valued at
amortized cost, which approximates market value. (See also
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<PAGE> 120
"How to Purchase Shares," "How to Redeem Shares" and "Determination of Net
Asset Value" in the Prospectus.)
Generally, trading in foreign securities, as well as corporate bonds, U.S.
Government securities and money market instruments, is substantially completed
each day at various times prior to the close of the New York Stock Exchange.
The values of such securities used in computing the net asset value of a Fund's
shares are determined as of such times. Foreign currency exchange rates are
also generally determined prior to the close of the New York Stock Exchange.
Occasionally, events affecting the values of such securities and such exchange
rates may occur between the times at which they are determined and the close of
the New York Stock Exchange which will not be reflected in the computation of
the Fund's net asset value. If events materially affecting the value of such
securities occur during such period, then these securities will be valued at
their fair value as determined in good faith by or under the supervision of the
Board of Directors.
Fund securities primarily traded in foreign markets may be traded in such
markets on days which are not business days of the Fund. Because the net asset
value per share of each Fund is determined only on business days of the Fund,
the net asset value per share of a Fund may be significantly affected on days
when an investor can not exchange or redeem shares of the Fund.
DIVIDENDS, DISTRIBUTIONS AND TAX MATTERS
REINVESTMENT OF DIVIDENDS AND DISTRIBUTIONS
Income dividends and capital gains distributions are 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 Plan." If a shareholder's account does not have
any shares in it on a dividend or capital gains distribution payment date, the
dividend or distribution will be paid in cash whether or not the shareholder
has elected to have such dividends or distributions reinvested.
TAX MATTERS
The following is only a summary of certain additional tax considerations
generally affecting the Funds and their shareholders that are not described in
the Prospectus. No attempt is made to present a detailed explanation of the
tax treatment of each Fund or its shareholders, and the discussion here and in
the Prospectus is not intended as a substitute for careful tax planning.
QUALIFICATION AS A REGULATED INVESTMENT COMPANY
Each Fund has elected to be taxed as a regulated investment company under
Subchapter M of the Internal Revenue Code of 1986, as amended (the "Code"). As
a regulated investment company, each Fund is not subject to federal income tax
on the portion of its net investment income (i.e., taxable interest, dividends
and other taxable ordinary income, net of expenses) and capital gain net income
(i.e., the excess of capital gains over capital losses) that it distributes to
shareholders, provided that it distributes at least 90% of its investment
company taxable income (i.e., net investment income and the excess of net
short-term capital gain over net long-term capital loss) for the taxable year
(the "Distribution Requirement"), and satisfies certain other requirements of
the Code that are described below. Distributions by a Fund made during the
taxable year or, under specified circumstances, within twelve months after the
close of the taxable year, will be considered distributions of income and gains
of the taxable year and can therefore satisfy the Distribution Requirement.
In addition to satisfying the Distribution Requirement, a regulated
investment company must (a) derive at least 90% of its gross income from
dividends, interest, certain payments with respect to securities loans, gains
from the sale or other disposition of stock or securities or foreign currencies
(to the extent such currency gains
40
<PAGE> 121
are directly related to the regulated investment company's principal
business of investing in stock or securities) and other income (including, but
not limited to, gains from options, futures or forward contracts) derived with
respect to its business of investing in such stock, securities or currencies
(the "Income Requirement"); and (b) derive less than 30% of its gross income
(exclusive of certain gains on designated hedging transactions that are offset
by realized or unrealized losses on offsetting positions) from the sale or
other disposition of stock, securities or foreign currencies (or options,
futures or forward contracts thereon) held for less than three months (the
"Short-Short Gain Test"). However, foreign currency gains, including those
derived from options, futures and forward contracts, will not be characterized
as Short-Short Gain if they are directly related to the regulated investment
company's principal business of investing in stock or securities (or options or
futures thereon). Because of the Short-Short Gain Test, a Fund may have to
limit the sale of appreciated securities that it has held for less than three
months. However, the Short-Short Gain Test will not prevent a Fund from
disposing of investments at a loss, since the recognition of a loss before the
expiration of the three-month holding period is disregarded. Interest
(including original issue discount) received by a Fund at maturity or upon the
disposition of a security held for less than three months will not be treated
as gross income derived from the sale or other disposition of a security within
the meaning of the Short-Short Gain Test. However, any other income that is
attributable to realized market appreciation will be treated as gross income
from the sale or other disposition of securities for this purpose.
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. In addition, under the rules of Code
Section 988, gain or loss recognized on the disposition of a debt obligation
denominated in a foreign currency or an option with respect thereto (but only
to the extent attributable to changes in foreign currency exchange rates), and
gain or loss recognized on the disposition of a foreign currency forward
contract or of foreign currency itself, will generally be treated as ordinary
income or loss.
In general, for purposes of determining whether capital gain or loss
recognized by a Fund on the disposition of an asset is long-term or short-term,
the holding period of the asset may be affected if (a) the asset is used to
close a "short sale" (which includes for certain purposes the acquisition of a
put option) or is substantially identical to another asset so used, (b) the
asset is otherwise held by the Fund as part of a "straddle" or (c) the asset is
stock and the Fund grants certain call options with respect thereto. However,
for purposes of the Short-Short Gain Test, the holding period of the asset
disposed of is reduced only in the case described in clause (a) above. In
addition, a Fund may be required to defer the recognition of a loss on the
disposition of an asset held as part of a straddle to the extent of any
unrecognized gain on the offsetting position.
Any gain recognized by a Fund on the lapse of, or any gain or loss recognized
by a Fund from a closing transaction with respect to, an option written by the
Fund will be treated as a short-term capital gain or loss. For purposes of the
Short-Short Gain Test, the holding period of an option written by a Fund will
commence on the date it is written and end on the date it lapses or the date a
closing transaction is entered into. Accordingly, a Fund may be limited in its
ability to write options which expire within three months and to enter into
closing transactions at a gain within three months of the writing of options.
Transactions that may be engaged in by certain of the Funds (such as futures
contracts and options on stock indexes and futures contracts) will be subject
to special tax treatment as "Section 1256 contracts." Section 1256 contracts
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.
The net amount of such gain or loss for the entire taxable year from
transactions involving Section 1256 contracts (including gain or loss arising
as a consequence of the year-end deemed sale of Section 1256 contracts) is
treated as 60% long-term capital gain or loss and 40% short-term capital gain
or loss. A Fund may elect not to have this special tax treatment apply to
Section 1256 contracts that are part of a "mixed straddle" with other
investments of the Fund that are not Section 1256 contracts. The Internal
Revenue Service has held in several private rulings that gains arising from
Section 1256 contracts will be treated for purposes of the
41
<PAGE> 122
Short-Short Gain Test as being derived from securities held for not less than
three months if the gains arise as a result of a constructive sale under Code
Section 1256.
In addition to satisfying the requirement described above, each Fund must
satisfy an asset diversification test in order to qualify as a regulated
investment company. 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 companies, and securities of other issuers, the Fund has not invested more
than 5% of the value of the Fund's total assets in securities of such issuer
and as to which the Fund does not hold more than 10% of the outstanding voting
securities of such issuer), and no more than 25% of the value of its total
assets may be invested in the securities of any one issuer (other than U.S.
Government securities and securities of other regulated investment companies),
or in two or more issuers which the Fund controls and which are engaged in the
same or similar trades or businesses.
If for any taxable year a Fund does not qualify as a regulated investment
company, all of its taxable income (including its net capital gain) will be
subject to tax at regular corporate rates without any deduction for
distributions to shareholders, and such distributions will be taxable as
ordinary dividends to the extent of such Fund's current and accumulated
earnings and profits. Such distributions generally will be eligible for the
dividends received deduction in the case of corporate shareholders.
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 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 (a)
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 (b) exclude foreign
currency gains and losses incurred after October 31 of any year (or after the
end of its taxable year if it has made a taxable year election) in determining
the amount of ordinary taxable income for the current calendar year (and,
instead, include such gains and losses in determining ordinary taxable income
for the succeeding calendar year).
Each Fund 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, 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.
FUND DISTRIBUTIONS
Each Fund anticipates distributing substantially all of its investment
company taxable income for each taxable year. Such distributions will be
taxable to shareholders as ordinary income and treated as dividends for federal
income tax purposes, but they will qualify for the 70% dividends received
deduction for corporations only to the extent discussed below.
A Fund may either retain or distribute to shareholders its net capital gain
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,
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
42
<PAGE> 123
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 share of tax paid by the Fund on the gain, and will increase the tax basis
for its shares by an amount equal to the deemed distribution less the tax
credit.
Ordinary income dividends paid by the Fund with respect to a taxable year
will qualify for the 70% dividends received deduction generally available to
corporations (other than corporations, such as "S" corporations, which are not
eligible for the deduction because of their special characteristics and other
than for purposes of special taxes such as the accumulated earnings tax and the
personal holding company tax) to the extent of the amount of qualifying
dividends received by the Fund from domestic corporations for the taxable year.
A dividend received by the Fund will not be treated as a qualifying dividend
(a) if it has been received with respect to any share of stock that the Fund
has held for less than 46 days (91 days in the case of certain preferred
stock), excluding for this purpose under the rules of Code Section 246(c)(3)
and (4) (i) any day more than 45 days (or 90 days in the case of certain
preferred stock) after the date on which the stock becomes ex-dividend and (ii)
any period during which the Fund has an option to sell, is under a contractual
obligation to sell, has made and not closed a short sale of, has granted
certain options to buy or has otherwise diminished its risk of loss by holding
other positions with respect to, such (or substantially identical) stock; (b)
to the extent that the Fund is under an obligation (pursuant to a short sale or
otherwise) to make related payments with respect to positions in substantially
similar or related property; or (c) to the extent the stock on which the
dividend is paid is treated as debt-financed under the rules of Code Section
246A. Moreover, the dividends received deduction for a corporate shareholder
may be disallowed or reduced (a) if the corporate shareholder fails to satisfy
the foregoing requirements with respect to its shares of the Fund or (b) by
application of Code Section 246(b) which in general limits the dividends
received deduction to 70% of the shareholder's taxable income (determined
without regard to the dividends received deduction and certain other items).
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. In addition, under the Superfund Amendments and Reauthorization Act of
1986, a tax is imposed for taxable years beginning after 1986 and before 1996
at the rate of 0.12% on the excess of a corporate taxpayer's AMTI (determined
without regard to the deduction for this tax and the AMT net operating loss
deduction) over $2 million. The corporate dividends received deduction is not
itself an item of tax preference that must be added back to taxable income or
is otherwise disallowed in determining a corporation's AMTI. However,
corporate shareholders will generally be required to take the full amount of
any dividend received from the Fund into account (without a dividend received
deduction) in determining their adjusted current earnings, which are used in
computing an additional corporate preference item (i.e., 75% of the excess of a
corporate taxpayer's adjusted current earnings over its AMTI (determined
without regard to this item and the AMTI net operating loss deduction)) that is
includable in AMTI.
Investment income that may be received by certain of the Funds from sources
within foreign countries may be subject to foreign taxes withheld at the
source. The United States has entered into tax treaties with many foreign
countries which entitle any such Funds to a reduced rate of, or exemption from,
taxes on such income. It is impossible to determine the effective rate of
foreign tax in advance since the amount of any such Fund's assets to be
invested in various countries is not known.
Distributions by a Fund that do not constitute ordinary income dividends or
capital gain dividends will be treated as a return of capital to the extent of
(and in reduction of) the shareholder's tax basis in his shares; any excess
will be treated as gain from the sale of his shares, as discussed below.
Distributions by a Fund will be treated in the manner described above
regardless of whether such distributions are paid in cash or reinvested in
additional shares of the Fund (or of another Fund). Shareholders receiving a
distribution in the form of additional shares will be treated as receiving a
distribution in an amount equal to the fair market value of the shares
received, determined as of the reinvestment date.
43
<PAGE> 124
In addition, if the net asset value at the time a shareholder purchases shares
of a Fund reflects undistributed net investment income or recognized capital
gain net income, or unrealized appreciation in the value of the assets of the
Fund, distributions of such amounts will be taxable to the shareholder in the
manner described above, although such distributions economically constitute a
return of capital to the shareholder.
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.
The Funds will be required in certain cases to withhold and remit to the U.S.
Treasury 31% of ordinary income dividends and capital gain dividends, and the
proceeds of redemption of shares, paid to any shareholder (a) who has provided
either an incorrect tax identification number or no number at all; (b) who is
subject to backup withholding by the Internal Revenue Service for failure to
report the receipt of interest or dividend income properly; or (c) who has
failed to certify to a Fund that it is not subject to backup withholding or
that it is a corporation or other "exempt recipient."
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 disallowed 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. 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. For this purpose, the special holding period rules of Code
Section 246(c)(3) and (4) (discussed above in connection with the dividends
received deduction for corporations) generally will apply in determining the
holding period of shares. Long-term capital gains of non-corporate taxpayers
are currently taxed at a maximum rate 11.6% lower than the maximum rate
applicable to ordinary income. Capital losses in any year are deductible only
to the extent of capital gains plus, in the case of a non-corporate taxpayer,
$3,000 of ordinary income.
If a shareholder (a) incurs a sales load in acquiring shares of a Fund, (b)
disposes of such shares less then 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.
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, dividends and
return of capital distributions (other than capital gain dividends) will be
subject to U.S. withholding tax at the rate of 30% (or lower treaty rate) upon
the gross amount of the distribution. Such a foreign shareholder would
generally be exempt from U.S. federal income tax on gains realized on the sale
of shares of a Fund, capital gain dividends and amounts retained by a Fund that
are designated as undistributed net capital gains.
44
<PAGE> 125
If the income from a Fund is effectively connected with a U.S. trade or
business carried on by a foreign shareholder, then ordinary income dividends,
capital gain dividends and any gains realized upon the sale or redemption of
shares of the Fund will be subject to U.S. federal income tax at the rates
applicable to U.S. citizens or domestic corporations.
In the case of foreign non-corporate shareholders, a Fund may be required to
withhold U.S. federal income tax at a rate of 31% 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.
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 taxes.
EFFECT OF FUTURE LEGISLATION; LOCAL TAX CONSIDERATIONS
The foregoing general discussion of U.S. federal income tax consequences is
based on the Code and the regulations issued thereunder as in effect on the
date of this Statement of Additional Information. Future legislative or
administrative changes or court decisions may significantly change the
conclusions expressed herein, and any such changes or decisions may have a
retroactive effect with respect to the transactions contemplated herein.
Rules of state and local taxation for ordinary income dividends and capital
gain dividends from regulated investment companies often differ from the rules
for U.S. federal income taxation described above. 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.
MISCELLANEOUS INFORMATION
SHAREHOLDER INQUIRIES
The Transfer Agent may impose certain copying charges for requests for copies
of shareholder account statements and other historical account information
older than the current year and the immediately preceding year.
AUDIT REPORTS
The Board of Directors will issue semi-annual reports of the transactions of
the Funds to the shareholders. Financial statements, audited by independent
auditors, will be issued annually. The firm of KPMG Peat Marwick LLP has
served as the auditors for Aggressive Growth, Charter, Constellation and
Weingarten for the fiscal year ended October 31, 1995. Price Waterhouse LLP
served as the auditors for Baird Blue Chip Fund, Inc. and Baird Capital
Development Fund, Inc., the predecessors of Blue Chip and Capital Development,
respectively, for their fiscal year ended September 30, 1995.
LEGAL MATTERS
Legal matters for the Company have been passed upon by Ballard Spahr Andrews
& Ingersoll, Philadelphia, Pennsylvania.
45
<PAGE> 126
CUSTODIAN AND TRANSFER AGENT
State Street Bank and Trust Company (the "Custodian"), 225 Franklin Street,
Boston, Massachusetts 02110, is custodian of all securities and cash of the
Funds. The custodian attends to the collection of principal and income, pays
and collects all monies for securities bought and sold by the Funds and
performs certain other ministerial duties. A I M Fund Services, Inc., P.O. Box
4739, Houston, Texas 77210-4739 (the "Transfer Agent"), acts as transfer and
dividend disbursing agent for the Funds. These services do not include any
supervisory function over management or provide any protection against any
possible depreciation of assets. The Funds pay the Custodian and the Transfer
Agent such compensation as may be agreed upon from time to time.
Texas Commerce Bank National Association, P. O. Box 2558, Houston, Texas
77252-8084, serves as Sub-Custodian for retail purchases of the AIM Funds.
Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPF&S") has entered
into an agreement with the Company (and certain other AIM Funds), The
Shareholder Services Group, Inc. and Financial Data Services, Inc., pursuant to
which MLPF&S has agreed to perform certain shareholder sub-accounting services
for its customers who beneficially own shares of the Fund(s).
46
<PAGE> 127
PRINCIPAL HOLDERS OF SECURITIES
BLUE CHIP
A I M Advisors, Inc. provided the initial capitalization of Blue Chip, which
was nominal, and as of December 29, 1995, it owned all of the outstanding shares
of stock of Blue Chip. Upon consummation of the reorganization of the BBC Fund,
it is anticipated that AIM will own less than 1% of the stock of Blue Chip, if
any.
47
<PAGE> 128
CHARTER
To the best of the knowledge of the Company, the names and addresses of the
holders of 5% or more of the outstanding shares of the Retail Classes of
Charter as of December 29, 1995, and the Institutional Class of Charter as of
December 29, 1995 and the amount of the outstanding shares held of record and
beneficially owned by such holders are set forth below:
PERCENT
NAME AND ADDRESS OWNED OF
OF RECORD OWNER RECORD ONLY*
- ---------------- ------------
RETAIL CLASS A SHARES
- ----------------------
Merrill Lynch Pierce Fenner & Smith 14.66%
AIDS/Street Account
Mutual Fund Operations
ATTN: Private Client Group
P.O. Box 45286
Jacksonville, FL 32232-5286
Great West Life & Annuity
Insurance Co. 7.94%
Financial Control
401(K) 6T1
8505 E. Orchard
Englewood, CO 80111
RETAIL CLASS B SHARES
- ---------------------
Merrill Lynch Pierce Fenner & Smith 11.91%
AIDS/Street Account
Mutual Fund Operations
ATTN: Private Client Group
P.O. Box 45266
Jacksonville, FL 32232-5286
INSTITUTIONAL CLASS
- -------------------
Commonwealth of Mass. 85.60%**
Deferred Compensation Plan
One Ashburton Place
12th Floor
Boston, MA 12108
First Interstate Bank of California 10.19%
P.O. Box 9800
Mutual Funds A88-4
Calabasas, CA 91302-9800
- --------------
* The Funds have no knowledge as to whether all or any portion of the shares
owned of record only are also owned beneficially.
** A shareholder who holds 25% or more of the outstanding shares of a class
may be presumed to be in "control" of such class of shares, as defined in the
1940 Act.
48
<PAGE> 129
WEINGARTEN
To the best of the knowledge of the Company, the names and addresses of the
holders of 5% or more of the outstanding shares of the Retail Classes of
Weingarten as of December 29, 1995 and the Institutional Class of Weingarten as
of December 29, 1995, and the amount of the outstanding shares held of record
and beneficially owned by such holders are set forth below:
PERCENT
NAME AND ADDRESS OWNED OF
OF RECORD OWNER RECORD ONLY*
- --------------- ------------
RETAIL CLASS A SHARES
- ---------------------
Merrill Lynch Pierce Fenner & Smith 20.46%
AIDS/Street Account
Mutual Fund Operations
ATTN: Private Client Group
P.O. Box 45286
Jacksonville, FL 32232-5286
RETAIL CLASS B SHARES
- ---------------------
Merrill Lynch Pierce Fenner & Smith 12.16%
AIDS/Street Account
Mutual Fund Operations
ATTN: Private Client Group
P.O. Box 45286
Jacksonville, FL 32232-5286
INSTITUTIONAL CLASS
- -------------------
Commonwealth of Mass. 63.70%**
Deferred Compensation Plan
One Ashburton Place
12th Floor
Boston, MA 02108
Union Planters National Bank 14.42%
P.O. Box 387
Memphis, TN 38147
Muchmore & Co./Summit Trust 9.72%
750 Walnut Street
Crawford, NJ 07016-1205
___________________
* The Funds have no knowledge as to whether all or any portion of the shares
owned of record only are also owned beneficially.
** A shareholder who holds 25% or more of the outstanding shares of a class
may be presumed to be in "control" of such class of shares, as defined in the
1940 Act.
49
<PAGE> 130
CONSTELLATION
To the best of the knowledge of the Company, the names and addresses of the
holders of 5% or more of the outstanding shares of the Retail Classes of
Constellation as of December 29, 1995, and of the Institutional Class of
Constellation as of December 29, 1995 and the amount of the outstanding shares
held of record and beneficially owned by such holders are set forth below:
PERCENT
NAME AND ADDRESS OWNED OF
OF RECORD OWNER RECORD ONLY*
- --------------- ------------
RETAIL CLASS A SHARES
- ---------------------
Merrill Lynch Pierce Fenner & Smith 21.21%
AIDS/Street Account
Mutual Fund Operations
ATTN: Private Client Group
P.O. Box 45286
Jacksonville, FL 32232-5286
INSTITUTIONAL CLASS
- -------------------
City of New York Deferred 56.39%**
Compensation Plan
40 Rector Street, 3rd Floor
New York, NY 10006
Nationwide DVCA 13.32%
P.O. Box 182029
Columbus, OH 43218
Commonwealth of Massachusetts 10.83%
Deferred Compensation Plan
One Ashburton Place, 12th Floor
Boston, MA 02108
West One Bank Idaho, NA 6.12%
101 S. Capital Blvd., Rm. 315
Boise, ID 83707
________________
* The Funds have no knowledge as to whether all or any portion of the shares
owned of record only are also owned beneficially.
** A shareholder who holds 25% or more of the outstanding shares of a class
may be presumed to be in "control" of such class of shares, as defined in the
1940 Act.
50
<PAGE> 131
AGGRESSIVE GROWTH
To the best of the knowledge of the Company, the names and addresses of the
holders of 5% or more of the outstanding Class A shares of Aggressive Growth as
of December 29, 1995, and the amount of the outstanding shares held of record
and beneficially owned by such holders are set forth below:
PERCENT
NAME AND ADDRESS OWNED OF
OF RECORD OWNER RECORD ONLY*
- --------------- ------------
RETAIL CLASS A SHARES
- ---------------------
Merrill Lynch Pierce Fenner & Smith 22.88%
AIDS/Street Account
Mutual Fund Operations
ATTN: Private Client Group
P.O. Box 45286
Jacksonville, FL 32232-5286
- ----------------
* The Funds have no knowledge as to whether all or any portion of the shares
owned of record only are also owned beneficially.
51
<PAGE> 132
CAPITAL DEVELOPMENT
A I M Advisors, Inc. provided the initial capitalization of Capital
Development, which was nominal, and as of December 29, 1995, it owned all of
the outstanding shares of stock of Capital Development. Upon consummation of
the reorganization of the BCD Fund, it is anticipated that AIM will own less
than 1% of the stock of Capital Development, if any.
As of December 29, 1995, the directors/trustees and officers of the Company as
a group owned beneficially less than 1% of the outstanding shares of each of any
class of Charter, Weingarten, Aggressive Growth and Constellation.
OTHER INFORMATION
The Prospectus and this Statement of Additional Information omit certain
information contained in the Registration Statement which the Company has filed
with the SEC under the Securities Act of 1933 and reference is hereby made to
the Registration Statement for further information with respect to the Funds
and the securities offered hereby. The Registration Statement is available for
inspection by the public at the SEC in Washington, D.C.
52
<PAGE> 133
APPENDIX
DESCRIPTION OF COMMERCIAL PAPER RATINGS
STANDARD & POOR'S
Commercial paper rated by Standard & Poor's Corporation has the following
characteristics: Liquidity ratios are adequate to meet cash requirements.
Long-term senior debt is rated "A" or better. The issuer has access to at
least two additional channels of borrowing. Basic earnings and cash flow have
an upward trend with allowance made for unusual circumstances. Typically, the
issuer's industry is well-established, and the issuer has a strong position
within the industry. The reliability and quality of management are
unquestioned. The relative strength or weakness of the above factors
determines whether the issuer's Commercial Paper is rated A-1 or A-2. A-1
indicates the degree of safety regarding time of payment is very strong. A-2
indicates that the capacity for timely payment is strong, but that the relative
degree of safety is not as overwhelming as for issues designated A-1.
MOODY'S
Prime-1 and Prime-2 are the two highest commercial paper ratings assigned by
Moody's Investors Service, Inc. Among the factors considered by Moody's in
assigning ratings are the following: (a) evaluation of the management of the
issuer; (b) economic evaluation of the issuer's industry or industries and an
appraisal of speculative-type risks which may be inherent in certain areas; (c)
evaluation of the issuer's products in relation to competition and customer
acceptance; (d) liquidity; (e) amount and quality of long-term debt; (f) trend
of earnings over a period of ten years; (g) financial strength of a parent
company and the relationships which exist with the issuer; and (h) recognition
by the management of obligations which may be present or may arise as a result
of public interest questions and preparations to meet such obligations.
Relative strength or weakness of the above factors determines whether the
issuer's commercial paper is rated Prime-1 or Prime-2.
DESCRIPTION OF CORPORATE BOND RATINGS
STANDARD & POOR'S
AAA -- Bonds rated AAA have the highest rating assigned by Standard & Poor's
to a debt obligation. Capacity to pay interest and repay principal is
extremely strong.
AA -- Bonds rated AA have a very strong capacity to pay interest and repay
principal and differ from the highest rated issues only in small degree.
MOODY'S
Aaa -- Bonds which are rated Aaa are judged to be of the best quality. They
carry the smallest degree of investment risk and are generally referred to as
"gilt-edge." Interest payments are protected by a large or by an exceptionally
stable margin and principal is secure. While the various protective elements
are likely to change, such changes as can be visualized are most unlikely to
impair the fundamentally strong position of such issues.
Aa -- Bonds which are rated Aa are judged to be of high quality by all
standards. Together with the Aaa group, they comprise what are generally known
as "high-grade bonds." They are rated lower than the best bonds because
margins of protection may not be as large as in Aaa securities or fluctuation
of protective elements may be of greater amplitude or there may be other
elements present which make the long-term risks appear somewhat larger than in
Aaa securities.
53
<PAGE> 134
FINANCIAL STATEMENTS
Following are (i) audited financial statements of the Company for the
fiscal year ended October 31, 1995 and the Independent Auditors' Report thereon
of KPMG Peat Marwick LLP, (ii) audited financial statements of the BBC Fund for
the fiscal year ended September 30, 1995 and the Report of Independent
Accountants thereon of Price Waterhouse LLP, and (iii) audited financial
statements of the BCD Fund for the fiscal year ended September 30, 1995 and the
Report of Independent Accountants thereon of Price Waterhouse LLP.
FS
<PAGE> 135
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Charter Fund:
We have audited the accompanying statement of assets and liabilities of the AIM
Charter Fund (a portfolio of AIM Equity Funds, Inc.), including the schedule of
investments, as of October 31, 1995, the related statement of operations for
the year then ended, and the statement of changes in net assets and financial
highlights for each of the years in the two-year period then ended. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of AIM
Charter Fund as of October 31, 1995, the results of its operations for the year
then ended, and the changes in its net assets and the financial highlights for
each of the years in the two-year period then ended, in conformity with
generally accepted accounting principles.
KPMG Peat Marwick LLP
Houston, Texas
December 8, 1995
FS-1
<PAGE> 136
Financials
SCHEDULE OF INVESTMENTS
October 31, 1995
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS - 75.72%
ADVERTISING/BROADCASTING - 0.37%
120,000 Omnicom Group, Inc. $ 7,665,000
- ---------------------------------------------------------------------
AEROSPACE/DEFENSE - 1.71%
240,000 Boeing Co. (The) 15,750,000
- ---------------------------------------------------------------------
160,000 Rockwell International Corp. 7,120,000
- ---------------------------------------------------------------------
140,000 United Technologies Corp. 12,425,000
- ---------------------------------------------------------------------
35,295,000
- ---------------------------------------------------------------------
APPLIANCES - 0.47%
240,000 Newell Co. 5,790,000
- ---------------------------------------------------------------------
84,300 Premark International, Inc. 3,898,875
- ---------------------------------------------------------------------
9,688,875
- ---------------------------------------------------------------------
AUTOMOBILE (MANUFACTURERS) - 1.03%
280,000 Chrysler Corp. 14,455,000
- ---------------------------------------------------------------------
240,000 Ford Motor Co. 6,900,000
- ---------------------------------------------------------------------
21,355,000
- ---------------------------------------------------------------------
AUTOMOBILE/TRUCKS PARTS & TIRES - 0.24%
140,000 Echlin Inc. 5,005,000
- ---------------------------------------------------------------------
BANKING - 0.34%
240,000 Norwest Corp. 7,080,000
- ---------------------------------------------------------------------
BANKING (MONEY CENTER) - 1.57%
180,000 BankAmerica Corp. 10,350,000
- ---------------------------------------------------------------------
160,000 Chemical Banking Corp. 9,100,000
- ---------------------------------------------------------------------
200,000 Citicorp 12,975,000
- ---------------------------------------------------------------------
32,425,000
- ---------------------------------------------------------------------
BEVERAGES - 1.28%
500,000 PepsiCo Inc. 26,375,000
- ---------------------------------------------------------------------
BUILDING MATERIALS - 0.87%
200,000 Black & Decker Corp. (The) 6,775,000
- ---------------------------------------------------------------------
400,000 Masco Corp. 11,250,000
- ---------------------------------------------------------------------
18,025,000
- ---------------------------------------------------------------------
BUSINESS SERVICES - 1.28%
160,000 Diebold, Inc. 8,480,000
- ---------------------------------------------------------------------
320,000 Equifax, Inc. 12,480,000
- ---------------------------------------------------------------------
200,000 Manpower Inc. 5,425,000
- ---------------------------------------------------------------------
26,385,000
- ---------------------------------------------------------------------
</TABLE>
FS-2
<PAGE> 137
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
CHEMICALS - 0.87%
140,000 Dow Chemical Co. $ 9,607,500
- ---------------------------------------------------------------------
140,000 Eastman Chemical Co. 8,330,000
- ---------------------------------------------------------------------
17,937,500
- ---------------------------------------------------------------------
CHEMICALS (SPECIALTY) - 1.01%
200,000 Grace (W.R.) & Co. 11,150,000
- ---------------------------------------------------------------------
140,000 IMC Global, Inc. 9,800,000
- ---------------------------------------------------------------------
20,950,000
- ---------------------------------------------------------------------
COMPUTER MAINFRAMES - 0.94%
200,000 International Business Machines Corp. 19,450,000
- ---------------------------------------------------------------------
COMPUTER MINI/PCS - 2.22%
200,000 COMPAQ Computer Corp.(a) 11,150,000
- ---------------------------------------------------------------------
240,000 Dell Computer Corp.(a) 11,190,000
- ---------------------------------------------------------------------
120,000 Hewlett Packard Co. 11,115,000
- ---------------------------------------------------------------------
160,000 Sun Microsystems, Inc.(a) 12,480,000
- ---------------------------------------------------------------------
45,935,000
- ---------------------------------------------------------------------
COMPUTER NETWORKING - 1.20%
120,000 Cabletron Systems, Inc.(a) 9,435,000
- ---------------------------------------------------------------------
120,000 Cisco Systems, Inc.(a) 9,300,000
- ---------------------------------------------------------------------
320,000 ECI Telecommunications Ltd. 6,080,000
- ---------------------------------------------------------------------
24,815,000
- ---------------------------------------------------------------------
COMPUTER PERIPHERALS - 0.85%
240,000 Adaptec, Inc.(a) 10,680,000
- ---------------------------------------------------------------------
200,000 Read-Rite Corp.(a) 6,975,000
- ---------------------------------------------------------------------
17,655,000
- ---------------------------------------------------------------------
COMPUTER SOFTWARE/SERVICES - 1.94%
240,000 BMC Software, Inc.(a) 8,550,000
- ---------------------------------------------------------------------
500,000 Computer Associates International, Inc. 27,500,000
- ---------------------------------------------------------------------
200,000 NetManage, Inc.(a) 4,075,000
- ---------------------------------------------------------------------
40,125,000
- ---------------------------------------------------------------------
CONGLOMERATES - 0.37%
180,000 Allied-Signal Inc. 7,650,000
- ---------------------------------------------------------------------
CONSUMER NON-DURABLES - 0.30%
120,000 Duracell International, Inc. 6,285,000
- ---------------------------------------------------------------------
</TABLE>
FS-3
<PAGE> 138
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COSMETICS & TOILETRIES - 1.52%
120,000 Gillette Co. (The) $ 5,805,000
- --------------------------------------------------------------------------
240,000 Procter & Gamble Co. 19,440,000
- --------------------------------------------------------------------------
140,000 Tambrands Inc. 6,265,000
- --------------------------------------------------------------------------
31,510,000
- --------------------------------------------------------------------------
ELECTRIC POWER - 2.28%
200,000 Baltimore Gas & Electric Co. 5,350,000
- --------------------------------------------------------------------------
160,000 Carolina Power & Light Co. 5,240,000
- --------------------------------------------------------------------------
120,000 Duke Power Co. 5,370,000
- --------------------------------------------------------------------------
160,000 FPL Group, Inc. 6,700,000
- --------------------------------------------------------------------------
240,000 General Public Utilities Corp. 7,500,000
- --------------------------------------------------------------------------
120,000 Houston Industries, Inc. 5,565,000
- --------------------------------------------------------------------------
120,000 Northern States Power Co. 5,670,000
- --------------------------------------------------------------------------
240,000 Southern Co. 5,730,000
- --------------------------------------------------------------------------
47,125,000
- --------------------------------------------------------------------------
ELECTRONIC COMPONENTS/MISCELLANEOUS - 3.03%
320,000 AMP Inc. 12,560,000
- --------------------------------------------------------------------------
160,000 General Electric Co. 10,120,000
- --------------------------------------------------------------------------
120,000 Honeywell, Inc. 5,040,000
- --------------------------------------------------------------------------
200,000 Parker-Hannifin Corp. 6,750,000
- --------------------------------------------------------------------------
240,000 Philips Electronics N.V.-New York Shares-ADR 9,270,000
- --------------------------------------------------------------------------
160,000 Tektronix, Inc. 9,480,000
- --------------------------------------------------------------------------
280,000 Teradyne, Inc.(a) 9,345,000
- --------------------------------------------------------------------------
62,565,000
- --------------------------------------------------------------------------
ELECTRONIC/DEFENSE - 0.82%
240,000 Loral Corp. 7,110,000
- --------------------------------------------------------------------------
160,000 Sundstrand Corp. 9,800,000
- --------------------------------------------------------------------------
16,910,000
- --------------------------------------------------------------------------
ELECTRONIC/PC DISTRIBUTORS - 1.37%
200,756 Arrow Electronics, Inc.(a) 10,188,367
- --------------------------------------------------------------------------
240,000 Avnet, Inc. 12,090,000
- --------------------------------------------------------------------------
140,000 Wyle Electronics 5,967,500
- --------------------------------------------------------------------------
28,245,867
- --------------------------------------------------------------------------
</TABLE>
FS-4
<PAGE> 139
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
FINANCE (ASSET MANAGEMENT) - 1.26%
280,000 Merrill Lynch & Co., Inc. $ 15,540,000
- ---------------------------------------------------------------------
120,000 Morgan Stanley Group, Inc. 10,440,000
- ---------------------------------------------------------------------
25,980,000
- ---------------------------------------------------------------------
FINANCE (CONSUMER CREDIT) - 4.27%
240,000 American Express Co. 9,750,000
- ---------------------------------------------------------------------
400,000 Countrywide Credit Industries, Inc. 8,850,000
- ---------------------------------------------------------------------
160,000 Federal Home Loan Corp. 11,080,000
- ---------------------------------------------------------------------
140,000 Federal National Mortgage Association 14,682,500
- ---------------------------------------------------------------------
126,100 Firstar Corp. 4,460,788
- ---------------------------------------------------------------------
300,000 Green Tree Financial Corp. 7,987,500
- ---------------------------------------------------------------------
240,000 Household International, Inc. 13,500,000
- ---------------------------------------------------------------------
320,000 MBNA Corp. 11,800,000
- ---------------------------------------------------------------------
320,000 Mercury Finance Co. 6,160,000
- ---------------------------------------------------------------------
88,270,788
- ---------------------------------------------------------------------
FINANCE (SAVINGS & LOAN) - 0.31%
240,000 Greenpoint Financial Corp. 6,480,000
- ---------------------------------------------------------------------
FOOD/PROCESSING - 0.68%
220,000 Nabisco Holdings Corp. 5,912,500
- ---------------------------------------------------------------------
240,000 Quaker Oats Co. 8,190,000
- ---------------------------------------------------------------------
14,102,500
- ---------------------------------------------------------------------
HOMEBUILDING - 0.25%
160,000 Centex Corp. 5,240,000
- ---------------------------------------------------------------------
HOTELS/MOTELS - 0.25%
140,000 Marriott International, Inc. 5,162,500
- ---------------------------------------------------------------------
INSURANCE (MULTI-LINE PROPERTY) - 2.57%
220,000 Aetna Life & Casualty Co. 15,482,500
- ---------------------------------------------------------------------
320,000 Allstate Financial Corp. 11,760,000
- ---------------------------------------------------------------------
160,000 CIGNA Corp. 15,860,000
- ---------------------------------------------------------------------
200,000 Travelers Group, Inc. 10,100,000
- ---------------------------------------------------------------------
53,202,500
- ---------------------------------------------------------------------
LEISURE & RECREATION - 0.36%
320,000 Carnival Corp. 7,440,000
- ---------------------------------------------------------------------
</TABLE>
FS-5
<PAGE> 140
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
MACHINERY (HEAVY) - 0.96%
140,000 Case Corp. $ 5,337,500
- --------------------------------------------------------------------------
260,000 Caterpillar Inc. 14,592,500
- --------------------------------------------------------------------------
19,930,000
- --------------------------------------------------------------------------
MEDICAL (DRUGS) - 8.16%
240,000 American Home Products Corp. 21,270,000
- --------------------------------------------------------------------------
240,000 Glaxo Wellcome PLC-ADR 6,510,000
- --------------------------------------------------------------------------
400,000 Johnson & Johnson 32,600,000
- --------------------------------------------------------------------------
160,000 Lilly (Eli) & Co. 15,460,000
- --------------------------------------------------------------------------
600,000 Pfizer Inc. 34,425,000
- --------------------------------------------------------------------------
120,000 Rhone-Poulenc Rorer, Inc. 5,655,000
- --------------------------------------------------------------------------
400,000 Schering-Plough Corp. 21,450,000
- --------------------------------------------------------------------------
300,000 SmithKline Beecham PLC-ADR 15,562,500
- --------------------------------------------------------------------------
400,000 Teva Pharmaceuticals Industries Ltd.-ADR 15,700,000
- --------------------------------------------------------------------------
168,632,500
- --------------------------------------------------------------------------
MEDICAL (PATIENT SERVICES) - 1.33%
200,000 Columbia/HCA Healthcare Corp. 9,825,000
- --------------------------------------------------------------------------
200,000 Horizon/CMS Healthcare Corp.(a) 4,050,000
- --------------------------------------------------------------------------
200,000 Integrated Health Services, Inc. 4,575,000
- --------------------------------------------------------------------------
160,000 U.S. Healthcare Corp. 6,160,000
- --------------------------------------------------------------------------
100,846 Vencor, Inc.(a) 2,798,477
- --------------------------------------------------------------------------
27,408,477
- --------------------------------------------------------------------------
MEDICAL INSTRUMENTS/PRODUCTS - 0.10%
100,000 De Rigo S.p.A.-ADR(a) 2,062,500
- --------------------------------------------------------------------------
METALS (MISCELLANEOUS) - 0.54%
220,000 Aluminum Co. of America 11,220,000
- --------------------------------------------------------------------------
NATURAL GAS PIPELINE - 0.67%
360,000 Williams Companies, Inc. 13,905,000
- --------------------------------------------------------------------------
OFFICE AUTOMATION - 2.01%
320,000 Xerox Corp. 41,520,000
- --------------------------------------------------------------------------
OIL & GAS (EXPLORATION & PRODUCTION) - 0.21%
240,000 USX-Marathon Group 4,260,000
- --------------------------------------------------------------------------
OIL & GAS SERVICES - 0.52%
500,000 Occidental Petroleum Corp. 10,750,000
- --------------------------------------------------------------------------
OIL EQUIPMENT & SUPPLIES - 0.32%
160,000 Halliburton Co. 6,640,000
- --------------------------------------------------------------------------
</TABLE>
FS-6
<PAGE> 141
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
PAPER & FOREST PRODUCTS - 1.58%
240,000 Albany International Corp.-Class A $ 4,980,000
- -------------------------------------------------------------------
140,000 Champion International Corp. 7,490,000
- -------------------------------------------------------------------
120,000 Kimberly-Clark Corp. 8,715,000
- -------------------------------------------------------------------
200,000 Mead Corp. (The) 11,525,000
- -------------------------------------------------------------------
32,710,000
- -------------------------------------------------------------------
REAL ESTATE INVESTMENT TRUSTS - 0.24%
200,000 Patriot American Hospitality, Inc.(a) 4,875,000
- -------------------------------------------------------------------
RESTAURANTS - 0.55%
200,000 Outback Steakhouse, Inc.(a) 6,275,000
- -------------------------------------------------------------------
260,000 Wendy's International, Inc. 5,167,500
- -------------------------------------------------------------------
11,442,500
- -------------------------------------------------------------------
RETAIL (FOOD & DRUG) - 0.55%
240,000 Safeway Inc.(a) 11,340,000
- -------------------------------------------------------------------
RETAIL (STORES) - 2.77%
120,000 Circuit City Stores, Inc. 4,005,000
- -------------------------------------------------------------------
160,000 Gap, Inc. (The) 6,300,000
- -------------------------------------------------------------------
1,200,000 Intimate Brands, Inc.(a) 20,100,000
- -------------------------------------------------------------------
400,000 Limited (The), Inc. 7,350,000
- -------------------------------------------------------------------
98,600 Pep Boys - Manny, Moe & Jack 2,156,875
- -------------------------------------------------------------------
300,000 Sears, Roebuck & Co. 10,200,000
- -------------------------------------------------------------------
200,000 Shopko Stores, Inc. 2,150,000
- -------------------------------------------------------------------
100,000 Tandy Corp. 4,937,500
- -------------------------------------------------------------------
57,199,375
- -------------------------------------------------------------------
SCIENTIFIC INSTRUMENTS - 0.60%
240,000 Varian Associates, Inc. 12,330,000
- -------------------------------------------------------------------
SEMICONDUCTORS - 7.22%
200,000 Analog Devices, Inc.(a) 7,225,000
- -------------------------------------------------------------------
500,000 Applied Materials, Inc.(a) 25,062,500
- -------------------------------------------------------------------
240,000 Intel Corp. 16,770,000
- -------------------------------------------------------------------
400,000 Micron Technology Inc. 28,250,000
- -------------------------------------------------------------------
200,000 National Semiconductor Corp.(a) 4,875,000
- -------------------------------------------------------------------
900,000 Texas Instruments, Inc. 61,425,000
- -------------------------------------------------------------------
240,000 VLSI Technology, Inc.(a) 5,640,000
- -------------------------------------------------------------------
149,247,500
- -------------------------------------------------------------------
</TABLE>
FS-7
<PAGE> 142
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
TELECOMMUNICATIONS - 3.03%
500,000 A T & T Corp. $ 32,000,000
- -------------------------------------------------------------------------------
300,000 DSC Communications Corp.(a) 11,100,000
- -------------------------------------------------------------------------------
100,000 Nokia Corp.-Class A-ADR 5,575,000
- -------------------------------------------------------------------------------
400,000 Telefonaktiebolaget L.M. Ericsson-ADR 8,543,760
- -------------------------------------------------------------------------------
160,000 Tellabs, Inc.(a) 5,440,000
- -------------------------------------------------------------------------------
62,658,760
- -------------------------------------------------------------------------------
TELEPHONE - 2.74%
200,000 Ameritech Corp. 10,800,000
- -------------------------------------------------------------------------------
160,000 BellSouth Corp. 12,240,000
- -------------------------------------------------------------------------------
200,000 Cincinnati Bell, Inc. 5,875,000
- -------------------------------------------------------------------------------
320,000 GTE Corp. 13,200,000
- -------------------------------------------------------------------------------
260,000 SBC Communications, Inc. 14,527,500
- -------------------------------------------------------------------------------
56,642,500
- -------------------------------------------------------------------------------
TEXTILES - 0.28%
205,500 Liz Claiborne, Inc. 5,831,061
- -------------------------------------------------------------------------------
TOBACCO - 3.51%
800,000 Philip Morris Companies Inc. 67,600,000
- -------------------------------------------------------------------------------
160,000 RJR Nabisco Holdings Corp. 4,920,000
- -------------------------------------------------------------------------------
72,520,000
- -------------------------------------------------------------------------------
Total Common Stocks 1,565,460,703
- -------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
<S> <C> <C>
CONVERTIBLE CORPORATE BONDS - 11.33%
AUTOMOBILE/TRUCKS PARTS & TIRES - 0.49%
$10,000,000 Magna International Inc., Conv. Sub. Deb., 5.00%,
10/15/02 10,150,000
- -------------------------------------------------------------------------------
BUSINESS SERVICES - 0.42%
4,000,000 Career Horizons Inc., Conv. Bonds, 7.00%,
11/01/02(b)
(Acquired 10/16/95-10/27/95; cost $4,015,000) 4,060,000
- -------------------------------------------------------------------------------
4,000,000 Olsten Corp., Conv. Sub. Deb., 4.875%, 05/15/03 4,692,000
- -------------------------------------------------------------------------------
8,752,000
- -------------------------------------------------------------------------------
CHEMICALS - 0.26%
6,000,000 Sandoz Capital BVI Ltd., Sr. Conv. Deb., 2.00%,
10/06/02(b)
(Acquired 09/28/95; cost $4,947,600) 5,310,000
- -------------------------------------------------------------------------------
</TABLE>
FS-8
<PAGE> 143
Financials
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
COMPUTER NETWORKING - 0.75%
$ 8,000,000 Bay Networks Inc., Conv. Sub. Deb., 5.25%,
05/15/03(b)
(Acquired 09/26/95-10/02/95; cost $8,407,500) $ 9,020,000
- -------------------------------------------------------------------------------
4,000,000 3Com Corp., Conv. Sub. Notes, 10.25%, 11/10/01(b)
(Acquired 11/08/94; cost $4,000,000) 6,410,000
- -------------------------------------------------------------------------------
15,430,000
- -------------------------------------------------------------------------------
COMPUTER PERIPHERALS - 1.03%
10,000,000 EMC Corp., Conv. Sub. Notes, 4.25%, 01/01/01 10,000,000
- -------------------------------------------------------------------------------
5,000,000 Sanmina Corp., Conv. Sub. Notes, 5.50%,
08/15/02(b)
(Acquired 08/10/95-09/22/95; cost $5,064,375) 5,750,000
- -------------------------------------------------------------------------------
5,000,000 Seagate Technology Inc., Conv. Sub. Deb., 6.75%,
05/01/12 5,625,000
- -------------------------------------------------------------------------------
21,375,000
- -------------------------------------------------------------------------------
COMPUTER SOFTWARE/SERVICES - 1.83%
20,000,000 Silicon Graphics Inc., Sr. Conv. Sub. Deb.,
4.15%, 11/02/13(b)(c)
(Acquired 10/26/93-09/22/95; cost $9,835,480) 11,143,000
- -------------------------------------------------------------------------------
20,000,000 SoftKey International Inc., Conv. Notes, 5.50%,
11/01/00(b)
(Acquired 10/17/95-10/30/95; cost $19,788,820) 16,900,000
- -------------------------------------------------------------------------------
6,000,000 Sterling Software Inc., Conv. Sub. Deb., 5.75%,
02/01/03 9,882,000
- -------------------------------------------------------------------------------
37,925,000
- -------------------------------------------------------------------------------
ELECTRONIC COMPONENTS/MISCELLANEOUS - 0.79%
4,000,000 Checkpoint Systems Inc., Conv. Sub. Deb., 5.25%,
11/01/05(b)
(Acquired 10/17/95-10/27/95; cost $4,005,625) 4,060,000
- -------------------------------------------------------------------------------
5,000,000 Dovatron International, Inc., Conv. Sub. Notes,
6.00%, 10/15/02(b)
(Acquired 10/06/95-10/09/95; cost $5,108,750) 5,137,500
- -------------------------------------------------------------------------------
7,500,000 Integrated Device Technology, Inc., Conv. Sub.
Notes, 5.50%, 06/01/02 7,162,500
- -------------------------------------------------------------------------------
16,360,000
- -------------------------------------------------------------------------------
MACHINERY (MISCELLANEOUS) - 0.42%
4,000,000 Thermo Electron Corp., Sr. Conv. Deb., 4.625%,
08/01/97(b)
(Acquired 09/28/94; cost $5,779,440) 8,653,000
- -------------------------------------------------------------------------------
MEDICAL (DRUGS) - 0.78%
10,000,000 ICN Pharmaceuticals Inc., Conv. Sub. Notes,
8.50%, 11/15/99 11,183,000
- -------------------------------------------------------------------------------
5,000,000 Ivax Corp., Conv. Deb., 6.50%, 11/15/01(b)
(Acquired 10/19/95-10/20/95; cost $5,095,000) 4,912,500
- -------------------------------------------------------------------------------
16,095,500
- -------------------------------------------------------------------------------
</TABLE>
FS-9
<PAGE> 144
Financials
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
MEDICAL (PATIENT SERVICES) - 1.15%
$ 4,000,000 Genesis Health Ventures, Sr. Conv. Sub. Deb.,
6.00%, 11/30/03 $ 5,300,000
- -------------------------------------------------------------------------------
5,000,000 Healthsouth Rehabilitation Corp., Conv. Sub.
Deb., 5.00%, 04/01/01 7,446,750
- -------------------------------------------------------------------------------
6,000,000 Integrated Health Services Inc., Conv. Sub. Deb.,
6.00%, 01/01/03 5,698,800
- -------------------------------------------------------------------------------
5,000,000 Prime Hospitality Corp., Conv. Sub. Notes, 7.00%,
04/15/02 5,275,000
- -------------------------------------------------------------------------------
23,720,550
- -------------------------------------------------------------------------------
OFFICE AUTOMATION - 0.26%
4,000,000 Danka Business Systems, Conv. Sub. Deb., 6.75%,
04/01/02(b)
(Acquired 03/06/95; cost $4,000,000) 5,280,000
- -------------------------------------------------------------------------------
RETAIL (STORES) - 0.72%
5,000,000 Baby Superstore Inc., Conv. Sub. Notes, 4.875%,
10/01/00 5,187,500
- -------------------------------------------------------------------------------
10,000,000 Federated Department Stores, Conv. Notes, 5.00%,
10/01/03 9,800,000
- -------------------------------------------------------------------------------
14,987,500
- -------------------------------------------------------------------------------
SEMICONDUCTORS - 2.43%
8,000,000 Altera Corp., Conv. Sub. Notes, 5.75%,
06/15/02(b)
(Acquired 06/16/95-10/05/95; cost $8,851,250) 10,780,000
- -------------------------------------------------------------------------------
2,000,000 LAM Research Corp., Conv. Sub. Deb., 6.00%,
05/01/03 4,905,000
- -------------------------------------------------------------------------------
2,500,000 LSI Logic Corp., Conv. Sub. Notes, 5.50%,
03/15/01(b)
(Acquired 03/30/94-10/11/95; cost $7,170,340) 9,737,500
- -------------------------------------------------------------------------------
20,000,000 Motorola Inc., Sub. Liquid Yield Option Notes,
2.25%, 09/27/13(c) 16,400,000
- -------------------------------------------------------------------------------
10,000,000 Solectron Corp., Conv. Liquid Yield Option Notes,
7.00%, 05/05/12(c) 8,400,000
- -------------------------------------------------------------------------------
50,222,500
- -------------------------------------------------------------------------------
Total Convertible Corporate Bonds 234,261,050
- -------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES
<S> <C> <C>
CONVERTIBLE PREFERRED STOCKS - 6.97%
AUTOMOBILE (MANUFACTURERS) - 0.52%
160,000 General Motors Corp.-Class C, $3.25 Dep. Conv.
Pfd. 10,720,000
- -------------------------------------------------------------------------------
BANKING (MONEY CENTER) - 0.52%
60,000 Citicorp-$5.375 Dep. Conv. Pfd. 10,671,780
- -------------------------------------------------------------------------------
COMPUTER SOFTWARE/SERVICES - 0.56%
120,000 Ceridian Corp.-$2.75 Conv. Pfd. 11,700,000
- -------------------------------------------------------------------------------
FINANCE (ASSET MANAGEMENT) - 0.79%
150,000 American General Delaware-Series A, $3.00 Conv.
Pfd. 7,762,500
- -------------------------------------------------------------------------------
160,000 United Companies Finance LP-$2.97 Conv. Pfd.
PRIDES 8,560,000
- -------------------------------------------------------------------------------
16,322,500
- -------------------------------------------------------------------------------
</TABLE>
FS-10
<PAGE> 145
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
FINANCE (CONSUMER CREDIT) - 0.88%
200,000 First USA-$1.9922 Conv. Pfd. $ 8,300,000
- -------------------------------------------------------------------------------
160,000 SunAmerica Inc.-Series E, $3.10 Dep. Conv. Pfd. 9,920,000
- -------------------------------------------------------------------------------
18,220,000
- -------------------------------------------------------------------------------
FUNERAL SERVICES - 0.85%
250,000 SCI Financial LLC-Series A, $3.125 Conv. Pfd. 17,625,000
- -------------------------------------------------------------------------------
INSURANCE (MULTI-LINE PROPERTY) - 0.21%
100,000 Allstate Inc.-$2.30 Conv. Pfd. 4,350,000
- -------------------------------------------------------------------------------
LEISURE & RECREATION - 0.21%
400,000 Bally Entertainment Corp.-$0.89 Conv. Pfd. PRIDES 4,450,000
- -------------------------------------------------------------------------------
OFFICE PRODUCTS - 0.33%
80,000 Alco Standard Corp.-Series BB, $5.04 Dep. Conv.
Pfd. ACES 6,840,000
- -------------------------------------------------------------------------------
PAPER & FOREST PRODUCTS - 0.29%
160,000 Bowater Inc.-Series B, $1.645 Dep. Conv. Pfd.
PRIDES 6,000,000
- -------------------------------------------------------------------------------
POLLUTION CONTROL - 0.13%
80,000 Browning-Ferris Industries-$2.5828 Conv. Pfd.
ACES 2,630,000
- -------------------------------------------------------------------------------
PUBLISHING - 0.31%
200,000 Time Warner Financing-$1.24 Conv. Pfd. PERCS 6,400,000
- -------------------------------------------------------------------------------
RETAIL (STORES) - 0.24%
120,000 Best Buy Capital-$3.25 Conv. Pfd. 4,890,000
- -------------------------------------------------------------------------------
SEMICONDUCTORS - 0.85%
200,000 National Semiconductors-$3.25 Conv. Pfd. 17,500,000
- -------------------------------------------------------------------------------
TELECOMMUNICATIONS - 0.28%
120,000 LCI International, Inc.-$1.25 Exch. Conv. Pfd. 5,745,000
- -------------------------------------------------------------------------------
Total Convertible Preferred Stocks 144,064,280
- -------------------------------------------------------------------------------
</TABLE>
FS-11
<PAGE> 146
Financials
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C> <C>
U.S. TREASURY NOTES - 3.81%
$ 6,500,000 7.25%, 11/30/96 $ 6,608,030
- -------------------------------------------------------------------------------
6,500,000 7.50%, 12/31/96 6,636,955
- -------------------------------------------------------------------------------
6,500,000 7.50%, 01/31/97 6,645,145
- -------------------------------------------------------------------------------
6,500,000 6.875%, 02/28/97 6,603,220
- -------------------------------------------------------------------------------
6,500,000 6.625%, 03/31/97 6,589,440
- -------------------------------------------------------------------------------
6,500,000 6.50%, 04/30/97 6,581,185
- -------------------------------------------------------------------------------
6,500,000 6.125%, 05/31/97 6,547,515
- -------------------------------------------------------------------------------
6,500,000 5.625%, 06/30/97 6,501,105
- -------------------------------------------------------------------------------
6,500,000 5.875%, 07/31/97 6,527,690
- -------------------------------------------------------------------------------
6,500,000 6.00%, 08/31/97 6,541,340
- -------------------------------------------------------------------------------
6,500,000 5.75%, 09/30/97 6,517,550
- -------------------------------------------------------------------------------
6,500,000 5.625%, 10/31/97 6,504,095
- -------------------------------------------------------------------------------
Total U.S. Treasury Notes 78,803,270
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENTS - 1.73%(d)
955,097 Daiwa Securities America Inc., 5.90%, 11/01/95(e) 955,097
- -------------------------------------------------------------------------------
35,000,000 Lehman Brothers Government Securities, Inc.,
5.92%, 11/01/95(f) 35,000,000
- -------------------------------------------------------------------------------
Total Repurchase Agreements 35,955,097
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS - 99.56% 2,058,544,400
- -------------------------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES - 0.44% 9,002,438
- -------------------------------------------------------------------------------
NET ASSETS - 100.00% $2,067,546,838
===============================================================================
</TABLE>
Abbreviations:
ACES - Automatically Convertible Equity Securities
ADR - American Depositary Receipt
Conv. - Convertible
Deb. - Debentures
Dep. - Depositary
Exch. - Exchangeable
Pfd. - Preferred
PERCS - Preferred Equity Redemptive Cumulative Stock
PRIDES - Preferred Redeemable Increased Dividend Equity Securities
Sr. - Senior
Sub. - Subordinated
NOTES TO SCHEDULE OF INVESTMENTS:
(a) Non-income producing security.
(b) Restricted security. May be resold to qualified institutional buyers in
accordance with the provisions of Rule 144A under the Securities Act of
1933, as amended. The valuation of these securities has been determined in
accordance with procedures established by the Board of Directors. The
aggregate market value of these securities at October 31, 1995 was
$107,153,500, which represented 5.18% of the net assets.
(c) Zero coupon bond. The interest rate shown represents the rate of the
original issue discount.
(d) Collateral on repurchase agreements, including the Fund's pro-rata interest
in joint repurchase agreements, is taken into possession by the Fund upon
entering into the repurchase agreement. The collateral is marked to market
daily to ensure its market value as being 102 percent of the sales price of
the repurchase agreement. The investments in some repurchase agreements are
through participation in joint accounts with other mutual funds managed by
the investment advisor.
(e) Joint repurchase agreement entered into 10/31/95 with a maturing value of
$401,494,641. Collateralized by $353,853,000 U.S. Treasury obligations,
8.375% due 08/15/08.
(f) Joint repurchase agreement entered into 10/31/95 with a maturity value of
$100,016,444. Collateralized by $92,004,000 U.S. Treasury obligations,
6.50% to 9.125% due 04/30/99 to 05/31/99.
See Notes to Financial Statements.
FS-12
<PAGE> 147
Financials
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1995
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost $1,774,220,816) $ 2,058,544,400
- --------------------------------------------------------------------------
Receivables for:
Investments sold 80,911,499
- --------------------------------------------------------------------------
Capital stock sold 12,279,189
- --------------------------------------------------------------------------
Dividends and interest 5,525,541
- --------------------------------------------------------------------------
Investment for deferred compensation plan 13,493
- --------------------------------------------------------------------------
Other assets 73,648
- --------------------------------------------------------------------------
Total assets 2,157,347,770
- --------------------------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 82,514,084
- --------------------------------------------------------------------------
Capital stock reacquired 4,814,964
- --------------------------------------------------------------------------
Deferred compensation 13,493
- --------------------------------------------------------------------------
Accrued advisory fees 1,110,756
- --------------------------------------------------------------------------
Accrued administrative services fees 8,544
- --------------------------------------------------------------------------
Accrued distribution fees 721,859
- --------------------------------------------------------------------------
Accrued transfer agent fees 343,072
- --------------------------------------------------------------------------
Accrued operating expenses 274,160
- --------------------------------------------------------------------------
Total liabilities 89,800,932
- --------------------------------------------------------------------------
Net assets applicable to shares outstanding $ 2,067,546,838
==========================================================================
NET ASSETS:
Class A $ 1,974,417,019
==========================================================================
Class B $ 67,591,852
==========================================================================
Institutional Class $ 25,537,967
==========================================================================
CAPITAL STOCK, $.001 PAR VALUE PER SHARE:
Class A:
Authorized 750,000,000
- --------------------------------------------------------------------------
Outstanding 185,803,605
==========================================================================
Class B:
Authorized 750,000,000
- --------------------------------------------------------------------------
Outstanding 6,365,612
==========================================================================
Institutional Class:
Authorized 200,000,000
- --------------------------------------------------------------------------
Outstanding 2,396,343
==========================================================================
CLASS A:
Net asset value and redemption price per share $10.63
==========================================================================
Offering price per share:
(Net asset value of $10.63 divided by 94.50%) $11.25
==========================================================================
CLASS B:
Net asset value and offering price per share $10.62
==========================================================================
INSTITUTIONAL CLASS:
Net asset value, offering and redemption price per share $10.66
==========================================================================
</TABLE>
See Notes to Financial Statements.
FS-13
<PAGE> 148
Financials
STATEMENT OF OPERATIONS
For the year ended October 31, 1995
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends $ 31,720,012
- ----------------------------------------------------------------------------
Interest 15,080,737
- ----------------------------------------------------------------------------
Total investment income 46,800,749
- ----------------------------------------------------------------------------
EXPENSES:
Advisory fees 10,890,335
- ----------------------------------------------------------------------------
Administrative services fees 109,054
- ----------------------------------------------------------------------------
Custodian fees 150,968
- ----------------------------------------------------------------------------
Directors' fees 17,234
- ----------------------------------------------------------------------------
Distribution fees-Class A 5,007,160
- ----------------------------------------------------------------------------
Distribution fees-Class B 94,462
- ----------------------------------------------------------------------------
Transfer agent fees-Class A 2,906,528
- ----------------------------------------------------------------------------
Transfer agent fees-Class B 19,728
- ----------------------------------------------------------------------------
Transfer agent fees-Institutional Class 1,224
- ----------------------------------------------------------------------------
Other 623,804
- ----------------------------------------------------------------------------
Total expenses 19,820,497
- ----------------------------------------------------------------------------
Net investment income 26,980,252
- ----------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES,
FOREIGN CURRENCIES AND FUTURES CONTRACTS:
Net realized gain (loss) on sales of:
Investment securities 179,469,513
- ----------------------------------------------------------------------------
Futures contracts (344,344)
- ----------------------------------------------------------------------------
179,125,169
- ----------------------------------------------------------------------------
UNREALIZED APPRECIATION (DEPRECIATION) OF:
Investment securities 202,231,210
- ----------------------------------------------------------------------------
Foreign currencies (8)
- ----------------------------------------------------------------------------
Futures contracts (1,250,000)
- ----------------------------------------------------------------------------
200,981,202
- ----------------------------------------------------------------------------
Net gain on investment securities, foreign currencies and
futures contracts 380,106,371
- ----------------------------------------------------------------------------
Net increase in net assets resulting from operations $407,086,623
- ----------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
FS-14
<PAGE> 149
Financials
STATEMENT OF CHANGES IN NET ASSETS
For the years ended October 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
OPERATIONS:
Net investment income $ 26,980,252 $ 37,921,889
- ------------------------------------------------------------------------------
Net realized gain on sales of investment
securities, foreign currencies and futures
contracts 179,125,169 56,414,638
- ------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)
of investment securities, foreign
currencies and futures contracts 200,981,202 (136,629,171)
- ------------------------------------------------------------------------------
Net increase (decrease) in net assets
resulting from operations 407,086,623 (42,292,644)
- ------------------------------------------------------------------------------
Dividends to shareholders from net investment
income:
Class A (34,589,802) (28,712,940)
- ------------------------------------------------------------------------------
Class B (55,355) --
- ------------------------------------------------------------------------------
Institutional Class (536,096) (485,084)
- ------------------------------------------------------------------------------
Distributions to shareholders from net
realized gains on investments:
Class A (57,274,888) (28,113,934)
- ------------------------------------------------------------------------------
Class B (12,593) --
- ------------------------------------------------------------------------------
Institutional Class (759,222) (384,536)
- ------------------------------------------------------------------------------
Net equalization credits (charges):
Class A (284,916) (147,034)
- ------------------------------------------------------------------------------
Class B 24,584 --
- ------------------------------------------------------------------------------
Institutional Class (13,270) 335
- ------------------------------------------------------------------------------
Share transactions-net:
Class A 86,486,354 (12,596,188)
- ------------------------------------------------------------------------------
Class B 66,768,426 --
- ------------------------------------------------------------------------------
Institutional Class (206,795) (1,032,133)
- ------------------------------------------------------------------------------
Net increase (decrease) in net assets 466,633,050 (113,764,158)
- ------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 1,600,913,788 1,714,677,946
- ------------------------------------------------------------------------------
End of period $2,067,546,838 $1,600,913,788
- ------------------------------------------------------------------------------
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $1,606,658,340 $1,453,610,355
- ------------------------------------------------------------------------------
Undistributed net investment income 102,563 8,577,166
- ------------------------------------------------------------------------------
Undistributed net realized gain on sales of
investment securities, foreign currencies
and futures contracts 176,462,351 55,383,885
- ------------------------------------------------------------------------------
Unrealized appreciation of investment
securities and futures contracts 284,323,584 83,342,382
- ------------------------------------------------------------------------------
$2,067,546,838 $1,600,913,788
- ------------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
FS-15
<PAGE> 150
Financials
NOTES TO FINANCIAL STATEMENTS
October 31, 1995
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
AIM Charter Fund (the "Fund") is a series portfolio of AIM Equity Funds, Inc.
(the "Company"). The Company is a Maryland corporation registered under the
Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
series management investment company consisting of four diversified portfolios:
AIM Charter Fund, AIM Weingarten Fund, AIM Constellation Fund and AIM
Aggressive Growth Fund. The Fund currently offers three different classes of
shares: Class A shares, Class B shares and the Institutional Class. Matters
affecting each portfolio or class will be voted on exclusively by the
shareholders of such portfolio or class. The assets, liabilities and operations
of each portfolio are accounted for separately. Information presented in these
financial statements pertains only to the Fund. The following is a summary of
significant accounting policies followed by the Fund in the preparation of its
financial statements.
A. Security Valuations - Except as provided in the next sentence, a security
listed or traded on an exchange is valued at its last sales price on the
exchange where the security is principally traded, or lacking any sales on a
particular day, the security is valued at the mean between the closing bid
and asked prices on that day. Exchange listed convertible bonds are valued
at the mean between the closing bid and asked prices obtained from a broker-
dealer. Each security traded in the over-the-counter market (but not
including securities reported on the NASDAQ National Market System) is
valued at the mean between the last bid and asked prices based upon quotes
furnished by market makers for such securities. Each security reported on
the NASDAQ National Market System is valued at the last sales price on the
valuation date, or absent a last sales price, at the mean of the closing bid
and asked prices. Debt obligations that are issued or guaranteed by the U.S.
Treasury are valued on the basis of prices provided by an independent
pricing service. Prices provided by the pricing service may be determined
without exclusive reliance on quoted prices, and may reflect appropriate
factors such as yield, type of issue, coupon rate and maturity date.
Securities for which market prices are not provided by any of the above
methods are valued at the mean between last bid and asked prices based upon
quotes furnished by independent sources. Securities for which market
quotations are not readily available are valued at fair value as determined
in good faith by or under the supervision of the Company's officers in a
manner specifically authorized by the Board of Directors of the Company.
Short-term obligations having 60 days or less to maturity are valued at
amortized cost which approximates market value.
B. Securities Transactions, Investment Income and Distributions - Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income and distributions to
shareholders are recorded on the ex-dividend date.
C. Federal Income Taxes - The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements.
D. Expenses - Operating expenses directly attributable to a class of shares are
charged to that class' operations. Expenses which are applicable to all
classes, e.g. advisory fees, are allocated among them.
E. Equalization - The Fund follows the accounting practice known as
equalization by which a portion of the proceeds from sales and costs of
repurchases of Fund shares, equivalent on a per share basis to the amount of
undistributed net investment income, is credited or charged to undistributed
net income when the transaction is recorded so that the undistributed net
investment income per share is unaffected by sales or redemptions of Fund
shares.
F. Foreign Currency Translations - Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S.
dollar amounts at date of valuation. Purchases and sales of portfolio
securities and income items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions.
G. Foreign Currency Contracts - A forward currency contract is an obligation to
purchase or sell a specific currency for an agreed-upon price at a future
date. The Fund may enter into a forward contract for the purchase or sale of
a security denominated in a foreign currency in order to "lock in" the U.S.
dollar price of that security. The Fund could be exposed to risk if
counterparties to the contracts are unable to meet the terms of their
contracts.
FS-16
<PAGE> 151
Financials
H. Stock Index Futures Contracts - The Fund may purchase or sell stock index
futures contracts as a hedge against changes in market conditions. Initial
margin deposits required upon entering into futures contracts are satisfied
by the segregation of specific securities as collateral for the account of
the broker (the Fund's agent in acquiring the futures position). During the
period the futures contracts are open, changes in the value of the contracts
are recognized as unrealized gains or losses by "marking to market" on a
daily basis to reflect the market value of the contracts at the end of each
day's trading. Variation margin payments are made or received depending upon
whether unrealized gains or losses are incurred. When the contracts are
closed, the Fund recognizes a realized gain or loss equal to the difference
between the proceeds from, or cost of, the closing transaction and the
Fund's basis in the contract. Risks include the possibility of an illiquid
market and the change in the value of the contracts may not correlate with
changes in the value of the securities being hedged.
NOTE 2 - ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment advisory
agreement, the Fund pays an advisory fee to AIM at the annual rate of 1.0% of
the first $30 million of the Fund's average daily net assets, plus 0.75% of the
Fund's average daily net assets in excess of $30 million to and including $150
million, plus 0.625% of the Fund's average daily net assets in excess of $150
million. AIM has agreed to voluntarily waive a portion of its advisory fees
paid by the Fund to AIM to the extent necessary to reduce the fees paid by the
Fund at net asset levels higher than those currently incorporated in the
present advisory fee schedule. AIM will receive a fee calculated at the annual
rate of 1.0% of the first $30 million of the Fund's average daily net assets,
plus 0.75% of the Fund's average daily net assets in excess of $30 million to
and including $150 million, plus 0.625% of the Fund's average daily net assets
in excess of $150 million to and including $2 billion, plus 0.60% of the Fund's
average daily net assets in excess of $2 billion. Under the terms of a master
sub-advisory agreement between AIM and A I M Capital Management, Inc. ("AIM
Capital"), AIM pays AIM Capital 50% of the amount paid by the Fund to AIM.
These agreements require AIM to reduce its fees or, if necessary, make payments
to the Fund to the extent required to satisfy any expense limitations imposed
by the securities laws or regulations thereunder of any state in which the
Fund's shares are qualified for sale.
The Fund, pursuant to a master administrative services agreement with AIM,
has agreed to reimburse AIM for certain administrative costs incurred in
providing accounting services to the Fund. During the year ended October 31,
1995, AIM was reimbursed $109,054 for such services.
The Fund, pursuant to a transfer agency and services agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") for certain costs incurred in providing
transfer agency services to the Class A and Class B shares. During the year
ended October 31, 1995, AFS was paid $1,568,721 for such services. During the
year ended October 31, 1995, the Fund paid A I M Institutional Fund Services,
Inc. ("AIFS") $587 for shareholder and transfer agency services with respect to
the Institutional Class. Effective July 1, 1995, AIFS became the exclusive
transfer agent for the Institutional Class of the Fund.
The Company has entered into a master distribution agreement with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A and Class B shares and a master distribution agreement with Fund
Management Company ("FMC") to serve as the distributor for the Institutional
Class. The Company has adopted Plans pursuant to Rule 12b-1 under the 1940 Act
with respect to the Fund's Class A shares (the "Class A Plan") and with respect
to the Fund's Class B shares (the "Class B Plan") (collectively, the "Plans").
The Fund, pursuant to the Class A Plan, pays AIM Distributors compensation at
the annual rate of 0.30% of the average daily net assets attributable to the
Class A shares. The Class A Plan is designed to compensate AIM Distributors for
certain promotional and other sales related costs, and to implement a program
which provides periodic payments to selected dealers and financial institutions
who furnish continuing personal shareholder services to their customers who
purchase and own Class A shares of the Fund. The Fund, pursuant to the Class B
Plan, pays AIM Distributors compensation at an annual rate of 1.00% of the
average daily net assets attributable to the Class B shares. Of this amount,
the Fund may pay a service fee of 0.25% of the average daily net assets of the
Class B shares to selected dealers and financial institutions who furnish
continuing personal shareholder services to their customers who purchase and
own Class B shares of the Fund. Any amounts not paid as a service fee under
such Plans would constitute an asset-based sales charge. The Plans also impose
a cap on the total sales charges, including asset-based sales charges, that may
be paid by the respective classes. AIM Distributors may, from time to time,
assign, transfer or pledge to one or more designees, its right to all or a
designated portion of (a) compensation received by AIM Distributors from the
Fund pursuant to the Class B Plan (but not AIM Distributors' duties and
obligations pursuant to the Class B Plan), and (b) any contingent deferred
sales charges received by AIM Distributors related to the Class B shares.
During the year ended October 31, 1995 for the Class A shares and the period
June 26, 1995 (date sales commenced) through October 31, 1995 for the Class B
shares, the Class A shares and the Class B shares paid AIM Distributors
$5,007,160 and $94,462, respectively, as compensation under the Plans.
AIM Distributors received commissions of $1,316,019 from sales of Class A
shares of the Fund during the year ended October 31, 1995. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in,
the proceeds from sales of Class A shares. During the year ended October 31,
1995, AIM Distributors received commissions of $18,452 in contingent deferred
sales charges imposed on redemptions of Class A and Class B shares. Certain
officers and directors of the Company are officers and directors of AIM, AIM
Capital, AIM Distributors, AFS, AIFS and FMC.
FS-17
<PAGE> 152
Financials
During the year ended October 31, 1995, the Fund paid legal fees of $6,853
for services rendered by Kramer, Levin, Naftalis, Nessen, Kamin & Frankel as
counsel to the Company's directors. A member of that firm is a director of the
Company.
NOTE 3 - DIRECTORS' FEES
Directors' fees represent remuneration paid or accrued to each director who is
not an "interested person" of AIM. The Company may invest directors' fees, if
so elected by a director, in mutual fund shares in accordance with a deferred
compensation plan.
NOTE 4 - BANK BORROWINGS
The Fund has a $28,500,000 committed line of credit with a financial
institution syndicate with Chemical Bank of New York as the administrative
agent. Interest on borrowings under the line of credit is payable on maturity
or prepayment date. During the period July 20, 1995 (effective date of Credit
Agreement) through October 31, 1995, the Fund did not borrow under the line of
credit agreement. The Fund is charged a commitment fee, payable quarterly, at
the rate of 1/10 of 1% per annum on the unused balance of the Fund's
commitment.
NOTE 5 - INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term
securities) purchased and sold by the Fund during the year ended October 31,
1995 was $2,717,900,855 and $2,713,027,662, respectively.
The amount of unrealized appreciation (depreciation) of investment securities
as of October 31, 1995, on a tax basis, is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of investment securities $307,302,292
- ---------------------------------------------------------------------------
Aggregate unrealized (depreciation) of investment securities (26,174,954)
- ---------------------------------------------------------------------------
Net unrealized appreciation of investment securities $281,127,338
- ---------------------------------------------------------------------------
</TABLE>
Cost of investments for tax purposes is $1,777,417,062.
NOTE 6 - CAPITAL STOCK
Changes in the capital stock outstanding for the years ended October 31, 1995
and 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
------------------------- -------------------------
SHARES AMOUNT SHARES AMOUNT
----------- ------------ ----------- ------------
<S> <C> <C> <C> <C>
Sold:
Class A 40,727,782 $396,439,839 40,711,895 $363,174,892
- ---------------------- ----------- ------------ ----------- ------------
Class B* 6,409,868 67,237,422 -- --
- ---------------------- ----------- ------------ ----------- ------------
Institutional Class 335,121 3,269,772 280,235 2,507,705
- ---------------------- ----------- ------------ ----------- ------------
Issued as reinvestment
of dividends:
Class A 10,283,705 77,653,310 4,862,946 43,539,217
- ---------------------- ----------- ------------ ----------- ------------
Class B* 5,996 64,162 -- --
- ---------------------- ----------- ------------ ----------- ------------
Institutional Class 134,103 1,130,381 83,958 753,348
- ---------------------- ----------- ------------ ----------- ------------
Reacquired:
Class A (42,561,203) (387,606,795) (46,996,269) (419,310,297)
- ---------------------- ----------- ------------ ----------- ------------
Class B* (50,252) (533,158) -- --
- ---------------------- ----------- ------------ ----------- ------------
Institutional Class (519,822) (4,606,948) (476,063) (4,293,186)
====================== =========== ============ =========== ============
14,765,298 $153,047,985 (1,533,298) $(13,628,321)
/Table>
* Class B shares commenced sales on June 26, 1995.
FS-18
<PAGE> 153
Financials
NOTE 7 - FINANCIAL HIGHLIGHTS
Shown below are the condensed financial highlights for a Class A share
outstanding during each of the years in the ten-year period ended October 31,
1995 and for a Class B share outstanding during the period June 26, 1995 (date
sales commenced) through October 31, 1995.
CLASS A:
</TABLE>
<TABLE>
<CAPTION>
1995 1994 1993 1992 1991 1990 1989 1988 1987
---------- ---------- ---------- ---------- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 8.90 $ 9.46 $ 8.36 $ 8.42 $ 6.55 $ 6.97 $ 5.40 $ 6.61 $ 8.18
- ----------------------- ---------- ---------- ---------- ---------- -------- -------- ------- ------- -------
Income from investment
operations:
Net investment income 0.15 0.21 0.17 0.18 0.18 0.18 0.21 0.15 0.09
- ----------------------- ---------- ---------- ---------- ---------- -------- -------- ------- ------- -------
Net gains (losses) on
securities (both
realized
and unrealized) 2.11 (0.45) 1.22 0.16 2.15 0.08 1.55 0.16 0.35
- ----------------------- ---------- ---------- ---------- ---------- -------- -------- ------- ------- -------
Total from investment
operations 2.26 (0.24) 1.39 0.34 2.33 0.26 1.76 0.31 0.44
- ----------------------- ---------- ---------- ---------- ---------- -------- -------- ------- ------- -------
Less distributions:
Dividends from net
investment income (0.20) (0.16) (0.29) (0.17) (0.15) (0.26) (0.19) (0.12) (0.14)
- ----------------------- ---------- ---------- ---------- ---------- -------- -------- ------- ------- -------
Distributions from
capital gains (0.33) (0.16) -- (0.23) (0.31) (0.42) -- (1.40) (1.87)
- ----------------------- ---------- ---------- ---------- ---------- -------- -------- ------- ------- -------
Total distributions (0.53) (0.32) (0.29) (0.40) (0.46) (0.68) (0.19) (1.52) (2.01)
- ----------------------- ---------- ---------- ---------- ---------- -------- -------- ------- ------- -------
Net asset value, end of
period $ 10.63 $ 8.90 $ 9.46 $ 8.36 $ 8.42 $ 6.55 $ 6.97 $ 5.40 $ 6.61
======================= ========== ========== ========== ========== ======== ======== ======= ======= =======
Total return(b) 27.03% (2.55)% 16.92% 4.17% 37.65% 3.86% 33.68% 5.90% 6.72%
======================= ========== ========== ========== ========== ======== ======== ======= ======= =======
Ratios/supplemental
data:
Net assets, end of
period (000s omitted) $1,974,417 $1,579,074 $1,690,482 $1,256,151 $443,546 $102,499 $70,997 $65,799 $82,756
======================= ========== ========== ========== ========== ======== ======== ======= ======= =======
Ratio of expenses to
average net assets 1.17%(c) 1.17% 1.17% 1.17% 1.29% 1.35% 1.35% 1.46% 1.15%
======================= ========== ========== ========== ========== ======== ======== ======= ======= =======
Ratio of net investment
income to average net
assets 1.55%(c) 2.32% 1.89% 2.14% 2.14% 2.51% 3.73% 2.83% 1.57%
======================= ========== ========== ========== ========== ======== ======== ======= ======= =======
Portfolio turnover rate 161% 126% 144% 95% 144% 215% 131% 247% 225%
======================= ========== ========== ========== ========== ======== ======== ======= ======= =======
</TABLE>
<TABLE>
<CAPTION>
1986(a)
--------
<S> <C>
Net asset value,
beginning of period $ 6.83
- ------------------------ --------
Income from investment
operations:
Net investment income 0.16
- ------------------------ --------
Net gains (losses) on
securities (both
realized
and unrealized) 1.87
- ------------------------ --------
Total from investment
operations 2.03
- ------------------------ --------
Less distributions:
Dividends from net
investment income (0.17)
- ------------------------ --------
Distributions from
capital gains (0.51)
- ------------------------ --------
Total distributions (0.68)
- ------------------------ --------
Net asset value, end of
period $ 8.18
======================== ========
Total return(b) 31.59%
======================== ========
Ratios/supplemental
data:
Net assets, end of
period (000s omitted) $81,985
======================== ========
Ratio of expenses to
average net assets 1.21%
======================== ========
Ratio of net investment
income to average net
assets 1.91%
======================== ========
Portfolio turnover rate 75%
======================== ========
</TABLE>
(a) The Fund changed investment advisers on May 2, 1986.
(b) Does not deduct sales charges.
(c) Ratios are based on average net assets of $1,669,053,423.
FS-19
<PAGE> 154
Financials
NOTE 7 - FINANCIAL HIGHLIGHTS--CONTINUED
CLASS B:
<TABLE>
<CAPTION>
1995
-------
<S> <C>
Net asset value, beginning of period $ 9.81
- ---------------------------------------------------- -------
Income from investment operations:
Net investment income 0.03
- ---------------------------------------------------- -------
Net gains (losses) on securities (both realized
and unrealized) 0.80
- ---------------------------------------------------- -------
Total from investment operations 0.83
- ---------------------------------------------------- -------
Less distributions:
Dividends from net investment income (0.02)
- ---------------------------------------------------- -------
Distributions from capital gains --
- ---------------------------------------------------- -------
Total distributions (0.02)
- ---------------------------------------------------- -------
Net asset value, end of period $ 10.62
==================================================== =======
Total return(a) 8.48%
==================================================== =======
Ratios/supplemental data:
Net assets, end of period (000s omitted) $67,592
==================================================== =======
Ratio of expenses to average net assets 1.98%(b)
==================================================== =======
Ratio of net investment income to average net assets 0.74%(b)
==================================================== =======
Portfolio turnover rate 161%
==================================================== =======
</TABLE>
(a) Total returns do not deduct contingent deferred sales charges and are not
annualized for periods less than one year.
(b) Ratios are annualized and based on average net assets of $26,935,502.
FS-20
<PAGE> 155
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Weingarten Fund:
We have audited the accompanying statement of assets and liabilities of AIM
Weingarten Fund (a portfolio of AIM Equity Funds, Inc.), including the schedule
of investments, as of October 31, 1995, the related statement of operations for
the year then ended, the statement of changes in net assets for each of the
years in the two-year period then ended, and financial highlights for each of
the years in the seven year period then ended, the ten months ended October 31,
1988, and the two year period ended December 31, 1987. These financial
statements and financial highlights are the responsibility of the Fund's
management. Our responsibility is to express an opinion on these financial
statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of AIM
Weingarten Fund as of October 31, 1995, the results of its operations for the
year then ended, the changes in its net assets for each of the years in the
two-year period then ended, and the financial highlights for each of the years
in the seven year period then ended, the ten months ended October 31, 1988, and
the two year period ended December 31, 1987, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Houston, Texas
December 8, 1995
FS-21
<PAGE> 156
Financials
SCHEDULE OF INVESTMENTS
October 31, 1995
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
DOMESTIC COMMON STOCKS - 82.38%
AEROSPACE/DEFENSE - 0.89%
350,000 Boeing Co. $ 22,968,750
- --------------------------------------------------------------------
116,600 Raytheon Co. 5,086,675
- --------------------------------------------------------------------
150,000 United Technologies Corp. 13,312,500
- --------------------------------------------------------------------
41,367,925
- --------------------------------------------------------------------
APPLIANCES - 0.87%
1,000,000 Newell Co. 24,125,000
- --------------------------------------------------------------------
350,000 Premark International Inc. 16,187,500
- --------------------------------------------------------------------
40,312,500
- --------------------------------------------------------------------
AUTOMOBILE(MANUFACTURERS) - 0.25%
225,000 Chrysler Corp. 11,615,625
- --------------------------------------------------------------------
AUTOMOBILE/TRUCKS PARTS & TIRES - 0.61%
800,000 Echlin Inc. 28,600,000
- --------------------------------------------------------------------
BANKING - 2.38%
455,000 Chase Manhattan Corp. 25,935,000
- --------------------------------------------------------------------
1,250,000 CoreStates Financial Corp. 45,468,750
- --------------------------------------------------------------------
463,600 Norwest Bank Corp. 13,676,200
- --------------------------------------------------------------------
1,000,000 Southern National Corp. 25,750,000
- --------------------------------------------------------------------
110,829,950
- --------------------------------------------------------------------
BEVERAGES - 1.02%
900,000 PepsiCo Inc. 47,475,000
- --------------------------------------------------------------------
BUILDING MATERIALS - 0.89%
548,900 Black & Decker Corp. 18,593,988
- --------------------------------------------------------------------
275,000 Georgia-Pacific Corp. 22,687,500
- --------------------------------------------------------------------
41,281,488
- --------------------------------------------------------------------
BUSINESS SERVICES - 2.21%
330,000 Equifax, Inc. 12,870,000
- --------------------------------------------------------------------
684,800 Healthcare COMPARE Corp.(a) 25,337,600
- --------------------------------------------------------------------
1,000,000 Manpower Inc. 27,125,000
- --------------------------------------------------------------------
712,000 Olsten Corp. 27,412,000
- --------------------------------------------------------------------
368,900 ServiceMaster L.P. 10,467,538
- --------------------------------------------------------------------
103,212,138
- --------------------------------------------------------------------
CHEMICALS (SPECIALTY) - 0.45%
375,000 W.R. Grace & Co. 20,906,250
- --------------------------------------------------------------------
</TABLE>
FS-22
<PAGE> 157
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMPUTER MAINFRAMES - 0.73%
350,000 International Business Machines Corp. $ 34,037,500
- --------------------------------------------------------------------
COMPUTER MINI/PCS - 3.61%
900,000 COMPAQ Computer Corp.(a) 50,175,000
- --------------------------------------------------------------------
1,000,000 Dell Computer Corp. 46,625,000
- --------------------------------------------------------------------
250,000 Digital Equipment Corp.(a) 13,531,250
- --------------------------------------------------------------------
456,600 Hewlett-Packard Co. 42,292,575
- --------------------------------------------------------------------
200,000 Sun Microsystems Inc.(a) 15,600,000
- --------------------------------------------------------------------
168,223,825
- --------------------------------------------------------------------
COMPUTER NETWORKING - 3.51%
725,000 Bay Networks Inc.(a) 48,031,250
- --------------------------------------------------------------------
250,000 Cabletron Systems, Inc.(a) 19,656,250
- --------------------------------------------------------------------
750,000 Cisco Systems, Inc.(a) 58,125,000
- --------------------------------------------------------------------
800,000 3Com Corp.(a) 37,600,000
- --------------------------------------------------------------------
163,412,500
- --------------------------------------------------------------------
COMPUTER PERIPHERALS - 0.92%
500,000 Adaptec Inc.(a) 22,250,000
- --------------------------------------------------------------------
464,600 Seagate Technology Inc.(a) 20,790,850
- --------------------------------------------------------------------
43,040,850
- --------------------------------------------------------------------
COMPUTER SOFTWARE/SERVICES - 4.98%
347,700 Adobe Systems, Inc. 19,818,900
- --------------------------------------------------------------------
1,000,000 BMC Software, Inc.(a) 35,625,000
- --------------------------------------------------------------------
1,050,000 Cadence Design Systems, Inc.(a) 33,862,500
- --------------------------------------------------------------------
1,000,000 Computer Associates International, Inc. 55,000,000
- --------------------------------------------------------------------
489,300 FTP Software, Inc.(a) 13,211,100
- --------------------------------------------------------------------
675,000 Mentor Graphics Corp.(a) 14,175,000
- --------------------------------------------------------------------
115,000 Microsoft Corp.(a) 11,500,000
- --------------------------------------------------------------------
433,000 Policy Management Systems Corp.(a) 20,405,125
- --------------------------------------------------------------------
417,500 SoftKey International Inc.(a) 13,151,250
- --------------------------------------------------------------------
332,900 Sterling Software, Inc.(a) 15,355,013
- --------------------------------------------------------------------
232,103,888
- --------------------------------------------------------------------
CONGLOMERATES - 1.26%
50,200 Dial Corp. (The) 1,223,625
- --------------------------------------------------------------------
200,000 Du Pont De Nemours 12,475,000
- --------------------------------------------------------------------
160,700 Federal Signal Corp. 3,595,663
- --------------------------------------------------------------------
180,000 Loews Corp. 26,392,500
- --------------------------------------------------------------------
250,100 Tyco International Ltd. 15,193,575
- --------------------------------------------------------------------
58,880,363
- --------------------------------------------------------------------
</TABLE>
FS-23
<PAGE> 158
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
CONTAINERS - 0.58%
523,100 Ball Corp. $ 14,450,638
- ------------------------------------------------------------------------
275,000 First Brands Corp. 12,581,250
- ------------------------------------------------------------------------
27,031,888
- ------------------------------------------------------------------------
COSMETICS & TOILETRIES - 0.51%
256,600 Alberto-Culver Co. 6,928,200
- ------------------------------------------------------------------------
100,000 Gillette Co. (The) 4,837,500
- ------------------------------------------------------------------------
150,000 Procter & Gamble Co. 12,150,000
- ------------------------------------------------------------------------
23,915,700
- ------------------------------------------------------------------------
ELECTRONIC COMPONENTS/MISCELLANEOUS - 2.01%
622,800 Anixter International Inc.(a) 11,911,050
- ------------------------------------------------------------------------
49,900 AVX Corp. 1,553,138
- ------------------------------------------------------------------------
449,700 Tektronix, Inc. 26,644,725
- ------------------------------------------------------------------------
1,600,000 Teradyne, Inc.(a) 53,400,000
- ------------------------------------------------------------------------
93,508,913
- ------------------------------------------------------------------------
ELECTRONIC/DEFENSE - 0.26%
200,000 Sundstrand Corp. 12,250,000
- ------------------------------------------------------------------------
ELECTRONIC/PC DISTRIBUTORS - 2.01%
850,000 Arrow Electronics, Inc.(a) 43,137,500
- ------------------------------------------------------------------------
1,000,000 Avnet, Inc. 50,375,000
- ------------------------------------------------------------------------
93,512,500
- ------------------------------------------------------------------------
FINANCE (ASSET MANAGEMENT) - 1.03%
668,600 Finova Group, Inc. 30,254,150
- ------------------------------------------------------------------------
815,600 PaineWebber Group, Inc. 17,943,200
- ------------------------------------------------------------------------
48,197,350
- ------------------------------------------------------------------------
FINANCE (CONSUMER CREDIT) - 5.91%
300,000 American Express Co. 12,187,500
- ------------------------------------------------------------------------
1,196,800 Countrywide Credit Industries, Inc. 26,479,200
- ------------------------------------------------------------------------
450,000 Dean Witter Discover & Co. 22,387,500
- ------------------------------------------------------------------------
500,000 Federal Home Loan Mortgage Corp. 34,625,000
- ------------------------------------------------------------------------
33,700 Federal National Mortgage Association 3,534,288
- ------------------------------------------------------------------------
800,000 First USA, Inc. 36,800,000
- ------------------------------------------------------------------------
1,608,200 Green Tree Acceptance, Inc. 42,818,325
- ------------------------------------------------------------------------
1,088,200 MBNA Corp. 40,127,375
- ------------------------------------------------------------------------
650,000 Mercury Finance Co. 12,512,500
- ------------------------------------------------------------------------
252,300 PMI Group, Inc. (The) 12,110,400
- ------------------------------------------------------------------------
250,000 Student Loan Marketing Association 14,718,750
- ------------------------------------------------------------------------
51,400 SunAmerica, Inc. 3,199,650
- ------------------------------------------------------------------------
500,000 United Companies Financial Corp. 14,125,000
- ------------------------------------------------------------------------
275,625,488
- ------------------------------------------------------------------------
</TABLE>
FS-24
<PAGE> 159
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
FINANCE (SAVINGS & LOAN) - 0.45%
783,800 Greenpoint Financial Corp. $ 21,162,600
- --------------------------------------------------------------------
FOOD PROCESSING - 0.73%
300,000 ConAgra, Inc. 11,587,500
- --------------------------------------------------------------------
651,600 Hudson Foods, Inc. 9,203,850
- --------------------------------------------------------------------
394,233 Lancaster Colony Corp. 13,108,247
- --------------------------------------------------------------------
33,899,597
- --------------------------------------------------------------------
FUNERAL SERVICES - 0.78%
61,200 Loewen Group, Inc. 2,450,870
- --------------------------------------------------------------------
840,200 Service Corp. International 33,713,025
- --------------------------------------------------------------------
36,163,895
- --------------------------------------------------------------------
HOTELS/MOTELS - 0.33%
600,000 La Quinta Motor Inns, Inc. 15,450,000
- --------------------------------------------------------------------
INSURANCE (MULTI-LINE PROPERTY) - 1.59%
750,000 ACE, Ltd. 25,500,000
- --------------------------------------------------------------------
250,000 CIGNA Corp. 24,781,250
- --------------------------------------------------------------------
76,900 General Re Corp. 11,140,888
- --------------------------------------------------------------------
218,300 Mid Ocean Ltd. 7,722,363
- --------------------------------------------------------------------
236,600 Prudential Reinsurance Holdings(a) 4,820,725
- --------------------------------------------------------------------
73,965,226
- --------------------------------------------------------------------
LEISURE & RECREATION - 0.75%
1,003,900 Carnival Cruise Lines, Inc. 23,340,675
- --------------------------------------------------------------------
400,000 Mattel, Inc. 11,500,000
- --------------------------------------------------------------------
34,840,675
- --------------------------------------------------------------------
MACHINERY (HEAVY) - 0.25%
300,000 Case Corp. 11,437,500
- --------------------------------------------------------------------
MACHINERY (MISCELLANEOUS) - 1.52%
1,600,000 American Standard Companies(a) 42,800,000
- --------------------------------------------------------------------
610,350 Thermo Electron Corp.(a) 28,076,100
- --------------------------------------------------------------------
70,876,100
- --------------------------------------------------------------------
MEDICAL (DRUGS) - 5.55%
600,000 Abbott Laboratories 23,850,000
- --------------------------------------------------------------------
425,000 American Home Products Corp. 37,665,625
- --------------------------------------------------------------------
590,000 AmeriSource Health Corp.(a) 16,077,500
- --------------------------------------------------------------------
357,700 Cardinal Health, Inc. 18,376,838
- --------------------------------------------------------------------
781,400 Mallinckrodt Group, Inc. 27,153,650
- --------------------------------------------------------------------
225,000 Merck & Co., Inc. 12,937,500
- --------------------------------------------------------------------
1,432,100 Mylan Laboratories, Inc. 27,209,900
- --------------------------------------------------------------------
</TABLE>
FS-25
<PAGE> 160
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
Medical (Drugs) - continued
470,000 Pfizer, Inc. $ 26,966,250
- -------------------------------------------------------------------
7,500 Rhone-Poulenc Rorer Inc. 353,438
- -------------------------------------------------------------------
1,000,000 Schering-Plough Corp. 53,625,000
- -------------------------------------------------------------------
325,000 Watson Pharmaceuticals, Inc.(a) 14,543,750
- -------------------------------------------------------------------
258,759,451
- -------------------------------------------------------------------
MEDICAL (INSTRUMENTS/PRODUCTS) - 2.90%
325,000 Baxter International Inc. 12,553,125
- -------------------------------------------------------------------
200,000 Becton, Dickinson & Co. 13,000,000
- -------------------------------------------------------------------
744,600 Biomet, Inc.(a) 12,378,975
- -------------------------------------------------------------------
216,600 Boston Scientific Corp.(a) 9,124,275
- -------------------------------------------------------------------
100,000 Cordis Corp. (a) 11,050,000
- -------------------------------------------------------------------
601,300 Heart Technology Inc.(a) 17,137,050
- -------------------------------------------------------------------
406,400 Medtronic, Inc. 23,469,600
- -------------------------------------------------------------------
200,000 St. Jude Medical, Inc. 10,650,000
- -------------------------------------------------------------------
75,000 Stryker Corp. 3,384,375
- -------------------------------------------------------------------
525,000 Sybron International Corp.(a) 22,312,500
- -------------------------------------------------------------------
135,059,900
- -------------------------------------------------------------------
MEDICAL (PATIENT SERVICES) - 3.49%
822,500 Apria Healthcare Group, Inc.(a) 17,786,563
- -------------------------------------------------------------------
500,000 Columbia/HCA Healthcare Corp. 24,562,500
- -------------------------------------------------------------------
510,000 Health Management Associates, Inc.(a) 10,965,000
- -------------------------------------------------------------------
500,000 Healthsource, Inc.(a) 26,500,000
- -------------------------------------------------------------------
1,800,000 Healthsouth Corp.(a) 47,025,000
- -------------------------------------------------------------------
600,000 Lincare Holdings, Inc.(a) 14,925,000
- -------------------------------------------------------------------
750,000 Vencor, Inc.(a) 20,812,500
- -------------------------------------------------------------------
162,576,563
- -------------------------------------------------------------------
OFFICE AUTOMATION - 0.96%
350,000 Xerox Corp. 45,412,500
- -------------------------------------------------------------------
OFFICE PRODUCTS - 0.65%
400,000 Avery Dennison Corp. 17,900,000
- -------------------------------------------------------------------
350,000 Reynolds & Reynolds Co. 12,468,750
- -------------------------------------------------------------------
30,368,750
- -------------------------------------------------------------------
OIL EQUIPMENT & SUPPLIES - 0.13%
148,300 Halliburton Co. 6,154,450
- -------------------------------------------------------------------
PAPER & FOREST PRODUCTS - 0.60%
225,000 Champion International Corp. 12,037,500
- -------------------------------------------------------------------
279,800 Mead Corp. (The) 16,123,475
- -------------------------------------------------------------------
28,160,975
- -------------------------------------------------------------------
</TABLE>
FS-26
<PAGE> 161
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
PUBLISHING - 0.20%
235,500 Harcourt General, Inc. $ 9,331,688
- ------------------------------------------------------------------
RESTAURANTS - 0.27%
400,000 Outback Steakhouse Inc.(a) 12,550,000
- ------------------------------------------------------------------
RETAIL (FOOD & DRUG) - 2.05%
1,000,000 Hannaford Bros. Co. 26,125,000
- ------------------------------------------------------------------
805,700 Kroger Co.(a) 26,890,238
- ------------------------------------------------------------------
900,000 Safeway Inc.(a) 42,525,000
- ------------------------------------------------------------------
95,540,238
- ------------------------------------------------------------------
RETAIL (STORES) - 3.99%
637,300 AutoZone, Inc.(a) 15,773,175
- ------------------------------------------------------------------
1,000,000 Circuit City Stores, Inc. 33,375,000
- ------------------------------------------------------------------
1,500,000 Consolidated Stores Corp.(a) 34,687,500
- ------------------------------------------------------------------
625,000 Gap Inc. 24,609,375
- ------------------------------------------------------------------
1,500,000 Intimate Brands, Inc.(a) 25,125,000
- ------------------------------------------------------------------
393,750 Staples, Inc.(a) 10,483,594
- ------------------------------------------------------------------
261,200 Tandy Corp. 12,896,750
- ------------------------------------------------------------------
648,800 Viking Office Products Inc.(a) 28,871,600
- ------------------------------------------------------------------
185,821,994
- ------------------------------------------------------------------
SCIENTIFIC INSTRUMENTS - 1.10%
1,000,000 Varian Associates, Inc. 51,375,000
- ------------------------------------------------------------------
SEMICONDUCTORS - 12.94%
1,000,000 Analog Devices, Inc.(a) 36,125,000
- ------------------------------------------------------------------
2,000,000 Applied Materials, Inc.(a) 100,250,000
- ------------------------------------------------------------------
508,700 Atmel Corp.(a) 15,896,875
- ------------------------------------------------------------------
250,000 Cirrus Logic, Inc.(a) 10,531,250
- ------------------------------------------------------------------
600,000 Cypress Semiconductor Corp.(a) 21,150,000
- ------------------------------------------------------------------
1,000,000 Integrated Device Technology, Inc.(a) 19,000,000
- ------------------------------------------------------------------
150,000 Intel Corp. 10,481,250
- ------------------------------------------------------------------
651,000 KLA Instruments Corp.(a) 27,830,250
- ------------------------------------------------------------------
900,000 LAM Research Corp.(a) 54,787,500
- ------------------------------------------------------------------
450,000 Linear Technology Corp. 19,687,500
- ------------------------------------------------------------------
300,000 LSI Logic Corp.(a) 14,137,500
- ------------------------------------------------------------------
1,200,000 Micron Technology Inc. 84,750,000
- ------------------------------------------------------------------
175,000 Motorola, Inc. 11,484,375
- ------------------------------------------------------------------
400,000 National Semiconductor Corp.(a) 9,750,000
- ------------------------------------------------------------------
250,000 Novellus Systems, Inc.(a) 17,218,750
- ------------------------------------------------------------------
</TABLE>
FS-27
<PAGE> 162
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
Semiconductors - (continued)
718,300 Solectron Corp.(a) $ 28,911,575
- -----------------------------------------------------------------------------
1,000,000 Texas Instruments Inc. 68,250,000
- -----------------------------------------------------------------------------
700,000 Vishay Intertechnology, Inc.(a) 24,675,000
- -----------------------------------------------------------------------------
500,000 VLSI Technology Inc.(a) 11,750,000
- -----------------------------------------------------------------------------
350,000 Xilinx, Inc.(a) 16,100,000
- -----------------------------------------------------------------------------
602,766,825
- -----------------------------------------------------------------------------
SHOES & RELATED APPAREL - 0.61%
500,000 NIKE, Inc. - Class B 28,375,000
- -----------------------------------------------------------------------------
TELECOMMUNICATIONS - 1.41%
800,000 AT&T Corp. 51,200,000
- -----------------------------------------------------------------------------
429,000 Tellabs, Inc.(a) 14,586,000
- -----------------------------------------------------------------------------
65,786,000
- -----------------------------------------------------------------------------
TOBACCO - 1.99%
1,100,000 Philip Morris Companies, Inc. 92,950,000
- -----------------------------------------------------------------------------
TRANSPORTATION - MISCELLANEOUS - 0.25%
390,200 Stolt Nielsen S.A. 11,706,000
- -----------------------------------------------------------------------------
Total Domestic Common Stocks 3,839,832,568
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
<S> <C> <C>
CONVERTIBLE CORPORATE BONDS - 1.65%
COMPUTER SOFTWARE/SERVICES - 0.18%
$ 9,580,000 SoftKey International Inc., Conv. Sr. Notes,
5.50%, 11/01/00(b)
(acquired 10/17/95; cost $9,580,000) 8,095,100
- -----------------------------------------------------------------------------
ELECTRONIC COMPONENTS/MISCELLANEOUS - 0.44%
15,215,000 Altera Corp., Conv. Sub. Notes, 5.75%,
06/15/02(b)
(acquired 7/27/95-10/17/95; cost
$20,134,139) 20,502,213
- -----------------------------------------------------------------------------
OFFICE AUTOMATION - 0.55%
19,500,000 Danka Business Systems PLC, Conv. Yankee Sub.
Notes, 6.75%, 04/01/02(b)
(acquired 10/26/95; cost $24,960,000) 25,740,000
- -----------------------------------------------------------------------------
RETAIL STORES - 0.48%
34,400,000 Office Depot Inc., Liquid Yield Option Notes,
4.00%, 11/01/08(c) 22,532,000
- -----------------------------------------------------------------------------
Total Convertible Corporate Bonds 76,869,313
- -----------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
SHARES
<S> <C> <C>
CONVERTIBLE PREFERRED STOCKS - 0.22%
FINANCE (CONSUMER CREDIT) - 0.22%
165,000 SunAmerica Inc. - Series E, $3.10 Conv. Pfd. 10,230,000
- -----------------------------------------------------------------------------
Total Convertible Preferred Stocks 10,230,000
- -----------------------------------------------------------------------------
</TABLE>
FS-28
<PAGE> 163
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
FOREIGN STOCKS & OTHER EQUITY INTERESTS - 10.98%
AUSTRALIA - 0.36%
1,255,832 Broken Hill Proprietary Co. Ltd. (Conglomerates) $ 17,008,450
- -----------------------------------------------------------------------------
CANADA - 0.54%
694,900 Northern Telecom Ltd. (Telecommunications) 25,016,400
- -----------------------------------------------------------------------------
DENMARK - 0.28%
290,000 Danisco A/S (Food Processing) 13,215,593
- -----------------------------------------------------------------------------
FINLAND - 0.55%
400,000 Nokia Corp. - ADR (Telecommunications) 22,300,000
- -----------------------------------------------------------------------------
55,450 Nokia Corp. (Telecommunications) 3,172,226
- -----------------------------------------------------------------------------
25,472,226
- -----------------------------------------------------------------------------
FRANCE - 0.28%
65,500 LVMH Moet Hennessy Louis Vuitton (Beverages) 13,032,760
- -----------------------------------------------------------------------------
GERMANY - 0.35%
30,400 Mannesmann A.G. (Machinery - Miscellaneous) 10,005,889
- -----------------------------------------------------------------------------
158,000 Veba A.G. (Electric Services) 6,486,800
- -----------------------------------------------------------------------------
16,492,689
- -----------------------------------------------------------------------------
HONG KONG - 1.05%
820,000 HSBC Holdings PLC (Banking) 11,931,399
- -----------------------------------------------------------------------------
3,077,000 Hutchison Whampoa Ltd. (Conglomerates) 16,953,208
- -----------------------------------------------------------------------------
2,505,000 Sun Hung Kai Properties Ltd. (Real Estate) 20,006,434
- -----------------------------------------------------------------------------
48,891,041
- -----------------------------------------------------------------------------
ISRAEL - 0.53%
625,000 Teva Pharmaceutical Industries Ltd. - ADR
(Medical - Drugs) 24,531,250
- -----------------------------------------------------------------------------
ITALY - 0.35%
167,000 Fila Holding S.p.A. - ADR (Retail Stores) 7,201,875
- -----------------------------------------------------------------------------
2,919,000 Telecom Italia Mobile S.p.A.(a)
(Telecommunications) 4,909,560
- -----------------------------------------------------------------------------
2,919,000 Telecom Italia S.p.A. (Telecommunications) 4,471,893
- -----------------------------------------------------------------------------
16,583,328
- -----------------------------------------------------------------------------
MALAYSIA - 0.58%
2,149,000 Malayan Banking Berhad (Banking) 17,337,465
- -----------------------------------------------------------------------------
1,600,000 United Engineers (Building Materials) 9,948,839
- -----------------------------------------------------------------------------
27,286,304
- -----------------------------------------------------------------------------
NETHERLANDS - 0.79%
550,000 Elsag Bailey Process Automation N.V. - ADR(a)
(Electronic Components/Miscellaneous) 14,987,500
- -----------------------------------------------------------------------------
276,100 Philips Electronics N.V. - New York Shares - ADR
(Electronics) 10,664,363
- -----------------------------------------------------------------------------
120,000 Wolters Kluwer N.V. (Publishing) 10,921,536
- -----------------------------------------------------------------------------
36,573,399
- -----------------------------------------------------------------------------
</TABLE>
FS-29
<PAGE> 164
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
NEW ZEALAND - 0.22%
2,500,000 Telecom Corp. of New Zealand (Telecommunications) $ 10,380,222
- -------------------------------------------------------------------------------
SINGAPORE - 0.20%
1,513,000 City Developments Ltd. (Real Estate) 9,369,249
- -------------------------------------------------------------------------------
SWEDEN - 3.62%
250,000 ASEA AB-B Shares (Conglomerates) 24,658,916
- -------------------------------------------------------------------------------
712,200 ASTRA AB-A Shares (Medical - Drugs) 26,168,840
- -------------------------------------------------------------------------------
625,000 ASTRA AB-B Shares (Medical - Drugs) 22,588,320
- -------------------------------------------------------------------------------
958,900 Pharmacia AB-A Shares (Medical - Drugs) 33,356,308
- -------------------------------------------------------------------------------
719,100 Pharmacia Aktiebolaget SP - ADR (Medical - Drugs) 25,168,500
- -------------------------------------------------------------------------------
490,000 Skandia Forsakrings (Insurance - Multi-Line
Property) 12,433,364
- -------------------------------------------------------------------------------
1,141,976 Telefonaktiebolaget L.M.Ericsson - ADR
(Telecommunications) 24,391,922
- -------------------------------------------------------------------------------
168,766,170
- -------------------------------------------------------------------------------
SWITZERLAND - 0.71%
6,500 BBC Brown Boveri Ltd. (Conglomerates) 7,540,298
- -------------------------------------------------------------------------------
29,200 Ciba-Geigy Ltd. (Medical - Drugs) 25,282,833
- -------------------------------------------------------------------------------
32,823,131
- -------------------------------------------------------------------------------
UNITED KINGDOM - 0.57%
190,300 Danka Business Systems PLC - ADR (Office
Automation) 6,375,050
- -------------------------------------------------------------------------------
1,000,000 Granada Group PLC (Leisure & Recreation) 10,679,841
- -------------------------------------------------------------------------------
410,000 Thorn EMI PLC (Leisure & Recreation) 9,548,300
- -------------------------------------------------------------------------------
26,603,191
- -------------------------------------------------------------------------------
Total Foreign Stocks & Other Equity Interests 512,045,403
- -------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT
<S> <C> <C>
REPURCHASE AGREEMENT - 0.03%(d)
$ 1,274,793 Daiwa Securities America Inc., 5.90%, 11/01/95(e) 1,274,793
- -------------------------------------------------------------------------------
Total Repurchase Agreement 1,274,793
- -------------------------------------------------------------------------------
TIME DEPOSIT - 4.40%
205,000,000 Cayman Time Deposit, 5.75%, 11/01/95 205,000,000
- -------------------------------------------------------------------------------
Total Time Deposit 205,000,000
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS - 99.66% 4,645,252,077
- -------------------------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES - 0.34% 16,046,672
- -------------------------------------------------------------------------------
NET ASSETS - 100.00% $4,661,298,749
===============================================================================
</TABLE>
FS-30
<PAGE> 165
Financials
Abbreviations:
ADR - American Depositary Receipt
NOTES TO SCHEDULE OF INVESTMENTS:
(a) Non-income producing security.
(b) Restricted Security. May be resold to qualified institutional buyers in
accordance with the provisions of Rule 144A under the Securities Act of
1933, as amended. The valuation of the securities has been determined in
accordance with procedures established by the Board of Directors. The
aggregate market value of these securities at October 31, 1995 was
$54,337,313 which represented 1.17% of the net assets.
(c) Zero coupon bond. The interest rate shown represents the rate of original
issue discount.
(d) Collateral on repurchase agreements, including the Fund's pro-rata interest
in joint repurchase agreements, is taken into possession by the Fund upon
entering into the repurchase agreement. The collateral is marked to market
daily to ensure its market value as being 102% of the sales price of the
repurchase agreement. The investments in some repurchase agreements are
through participation in joint accounts with other mutual funds managed by
the Investment Advisor.
(e) Joint repurchase agreement entered into 10/31/95 with a maturing value of
$401,494,641. Collateralized by $353,853,000 U.S. Treasury Notes, 8.375%
due 08/15/08.
See Notes to Financial Statements.
FS-31
<PAGE> 166
Financials
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1995
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost $3,692,990,886) $4,645,252,077
- -------------------------------------------------------------------------
Foreign currencies, at market value (cost $19,248,298) 18,855,785
- -------------------------------------------------------------------------
Receivables for:
Investments sold 81,804,922
- -------------------------------------------------------------------------
Capital stock sold 7,671,955
- -------------------------------------------------------------------------
Dividends and interest 2,040,054
- -------------------------------------------------------------------------
Investment for deferred compensation plan 59,337
- -------------------------------------------------------------------------
Other assets 111,757
- -------------------------------------------------------------------------
Total assets 4,755,795,887
- -------------------------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 79,969,614
- -------------------------------------------------------------------------
Capital stock reacquired 8,329,522
- -------------------------------------------------------------------------
Deferred compensation 59,337
- -------------------------------------------------------------------------
Options repurchased 467,407
- -------------------------------------------------------------------------
Accrued advisory fees 2,411,107
- -------------------------------------------------------------------------
Accrued administrative service fees 33,042
- -------------------------------------------------------------------------
Accrued distribution fees 1,766,732
- -------------------------------------------------------------------------
Accrued transfer agent fees 474,454
- -------------------------------------------------------------------------
Accrued operating expenses 985,923
- -------------------------------------------------------------------------
Total liabilities 94,497,138
- -------------------------------------------------------------------------
Net assets applicable to shares outstanding $4,661,298,749
- -------------------------------------------------------------------------
NET ASSETS:
Class A $4,564,729,631
=========================================================================
Class B $ 42,237,610
=========================================================================
Institutional Class $ 54,331,508
=========================================================================
CAPITAL STOCK, $.001 PAR VALUE PER SHARE:
Class A:
Authorized 750,000,000
=========================================================================
Outstanding 224,564,125
=========================================================================
Class B:
Authorized 750,000,000
=========================================================================
Outstanding 2,082,509
=========================================================================
Institutional Class:
Authorized 200,000,000
=========================================================================
Outstanding 2,652,632
=========================================================================
CLASS A:
Net asset value and redemption price per share $20.33
=========================================================================
Offering price per share:
(Net asset value of $20.33 divided by 94.50%) $21.51
=========================================================================
CLASS B:
Net asset value and offering price per share $20.28
=========================================================================
INSTITUTIONAL CLASS:
Net asset value, offering and redemption price per share $20.48
=========================================================================
</TABLE>
See Notes to Financial Statements.
FS-32
<PAGE> 167
Financials
STATEMENT OF OPERATIONS
For the year ended October 31, 1995
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $693,812 foreign withholding tax) $ 38,215,389
- ------------------------------------------------------------------------
Interest 8,498,626
- ------------------------------------------------------------------------
Total investment income 46,714,015
- ------------------------------------------------------------------------
EXPENSES:
Advisory fees 26,291,625
- ------------------------------------------------------------------------
Administrative service fees 182,595
- ------------------------------------------------------------------------
Custodian fees 871,313
- ------------------------------------------------------------------------
Directors' fees 42,436
- ------------------------------------------------------------------------
Distribution fees-Class A 12,217,290
- ------------------------------------------------------------------------
Distribution fees-Class B 68,621
- ------------------------------------------------------------------------
Transfer agent fees-Class A 7,784,636
- ------------------------------------------------------------------------
Transfer agent fees-Class B 15,054
- ------------------------------------------------------------------------
Transfer agent fees-Institutional Class 2,913
- ------------------------------------------------------------------------
Other 1,340,482
- ------------------------------------------------------------------------
Total expenses 48,816,965
- ------------------------------------------------------------------------
Less fees waived by advisor (843,494)
- ------------------------------------------------------------------------
Net expenses 47,973,471
- ------------------------------------------------------------------------
Net investment income (loss) (1,259,456)
- ------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT
SECURITIES, FOREIGN CURRENCIES, FUTURES AND OPTIONS
CONTRACTS:
Net realized gain on sales of:
Investment securities 610,490,585
- ------------------------------------------------------------------------
Foreign currencies 966,904
- ------------------------------------------------------------------------
Futures contracts 6,404,690
- ------------------------------------------------------------------------
Options contracts 2,779,330
- ------------------------------------------------------------------------
620,641,509
- ------------------------------------------------------------------------
Net unrealized appreciation (depreciation) of:
Investment securities 416,011,617
- ------------------------------------------------------------------------
Foreign currencies (751,970)
- ------------------------------------------------------------------------
Futures contracts (4,057,387)
- ------------------------------------------------------------------------
411,202,260
- ------------------------------------------------------------------------
Net gain on investment securities, foreign currencies,
futures and options contracts 1,031,843,769
- ------------------------------------------------------------------------
Net increase in net assets resulting from operations $1,030,584,313
- ------------------------------------------------------------------------
</TABLE>
See Notes to Financial Statements.
FS-33
<PAGE> 168
Financials
STATEMENT OF CHANGES IN NET ASSETS
For the years ended October 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ (1,259,456) $ 18,228,044
- -------------------------------------------------------------------------------
Net realized gain on sales of investment
securities, foreign currencies, futures
and options contracts 620,641,509 387,037,586
- -------------------------------------------------------------------------------
Net unrealized appreciation (depreciation)
of investment securities, foreign
currencies, and futures contracts 411,202,260 (259,837,784)
- -------------------------------------------------------------------------------
Net increase in net assets resulting from
operations 1,030,584,313 145,427,846
- -------------------------------------------------------------------------------
Dividends to shareholders from net investment
income:
Class A (14,842,521) (29,907,523)
- -------------------------------------------------------------------------------
Class B -- --
- -------------------------------------------------------------------------------
Institutional Class (290,923) (363,799)
- -------------------------------------------------------------------------------
Distributions to shareholders from net
realized gains on investment securities:
Class A (387,332,253) (89,314,780)
- -------------------------------------------------------------------------------
Class B -- --
- -------------------------------------------------------------------------------
Institutional Class (4,072,920) (724,291)
- -------------------------------------------------------------------------------
Net equalization credits (charges):
Class A 204,025 (10,126,574)
- -------------------------------------------------------------------------------
Class B 297,921 --
- -------------------------------------------------------------------------------
Institutional Class 71,195 1,640
- -------------------------------------------------------------------------------
Share transactions-net:
Class A (17,628,236) (1,048,548,626)
- -------------------------------------------------------------------------------
Class B 41,458,876 --
- -------------------------------------------------------------------------------
Institutional Class 6,504,480 96,085
- -------------------------------------------------------------------------------
Net increase (decrease) in net assets 654,953,957 (1,033,460,022)
- -------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 4,006,344,792 5,039,804,814
- -------------------------------------------------------------------------------
End of period $4,661,298,749 $ 4,006,344,792
===============================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $3,070,552,699 $ 3,040,217,579
- -------------------------------------------------------------------------------
Undistributed net investment income 25,028,873 40,848,632
- -------------------------------------------------------------------------------
Undistributed net realized gain on sales of
investment securities, foreign currencies,
futures and options contracts 613,833,040 384,596,704
- -------------------------------------------------------------------------------
Unrealized appreciation of investment
securities, foreign currencies, and
futures contracts 951,884,137 540,681,877
- -------------------------------------------------------------------------------
$4,661,298,749 $ 4,006,344,792
===============================================================================
</TABLE>
See Notes to Financial Statements.
FS-34
<PAGE> 169
Financials
NOTES TO FINANCIAL STATEMENTS
October 31, 1995
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
AIM Weingarten Fund (the "Fund") is a series portfolio of AIM Equity Funds,
Inc. (the "Company"). The Company is a Maryland corporation registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
series management investment company consisting of four diversified portfolios:
AIM Weingarten Fund, AIM Charter Fund, AIM Constellation Fund and AIM
Aggressive Growth Fund. The Fund currently offers three different classes of
shares: the Class A shares (formerly "Retail Shares"), Class B shares and the
Institutional Class. Matters affecting each portfolio or class will be voted on
exclusively by such shareholders. The assets, liabilities and operations of
each portfolio are accounted for separately. Information presented in these
financial statements pertains only to the Fund. The following is a summary of
significant accounting policies followed by the Fund in the preparation of its
financial statements.
A. Security Valuations - A security listed or traded on an exchange is valued
at its last sales price on the exchange where the security is principally
traded, or lacking any sales on a particular day, the security is valued at
the mean between the closing bid and asked prices on that day. If a mean is
not available, as is the case in some foreign markets, the closing bid will
be used absent a last sales price. Each security traded in the over-the-
counter market (but not including securities reported on the NASDAQ National
Market System) is valued at the mean between the last bid and asked prices
based upon quotes furnished by market makers for such securities. Each
security reported on the NASDAQ National Market System is valued at the last
sales price on the valuation date or absent a last sales price, at the mean
of the closing bid and asked prices. Securities for which market quotations
are not readily available are valued at fair value as determined in good
faith by or under the supervision of the Company's officers in a manner
specifically authorized by the Board of Directors of the Company. Short-term
obligations having 60 days or less to maturity are valued at amortized cost
which approximates market value. Generally, trading in foreign securities is
substantially completed each day at various times prior to the close of the
New York Stock Exchange. The values of such securities used in computing the
net asset value of the Fund's shares are determined as of such times.
Foreign currency exchange rates are also generally determined prior to the
close of the New York Stock Exchange. Occasionally, events affecting the
values of such securities and such exchange rates may occur between the
times at which they are determined and the close of the New York Stock
Exchange which will not be reflected in the computation of the Fund's net
asset value. If events materially affecting the value of such securities
occur during such period, then these securities will be valued at their fair
value as determined in good faith by or under the supervision of the Board
of Directors.
B. Foreign Currency Translations - Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S.
dollar amounts at date of valuation. Purchases and sales of portfolio
securities and income items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions.
C. Foreign Currency Contracts - A foreign currency contract is an obligation to
purchase or sell a specific currency for an agreed-upon price at a future
date. The Fund may enter into a currency contract for the purchase or sale
of a security denominated in a foreign currency in order to "lock in" the
U.S. dollar price of that security. The Fund could be exposed to risk if
counterparties to the contracts are unable to meet the terms of their
contracts.
D. Stock Index Futures Contracts - The Fund may purchase or sell stock index
futures contracts as a hedge against changes in market conditions. Initial
margin deposits required upon entering into futures contracts are satisfied
by the segregation of specific securities or cash, and/or by securing a
standby letter of credit from a major commercial bank, as collateral, for
the account of the broker (the Fund's agent in acquiring the futures
position). During the period the futures contract is open, changes in the
value of the contract are recognized as unrealized gains or losses by
"marking to market" on a daily basis to reflect the market value of the
contract at the end of each day's trading. Variation margin payments are
made or received depending upon whether unrealized gains or losses are
incurred. When the contract is closed, the Fund records a realized gain or
loss equal to the difference between the proceeds from (or cost of) the
closing transaction and the Fund's basis in the contract. Risks include the
possibility of an illiquid market and that a change in the value of the
contract may not correlate with changes in the securities being hedged.
E. Covered Call Options - The Fund may write call options, but only on a
covered basis; that is, the Fund will own the underlying security. Options
written by the Fund normally will have expiration dates between three and
nine months from the date written. The exercise price of a call option may
be below, equal to, or above the current market value of the underlying
security at the time the option is written. When the Fund writes a covered
call option, an amount equal to the premium received by the Fund is recorded
as an asset and an equivalent liability. The amount of the liability is
subsequently "marked-to-market" to reflect the current market value of the
option written. The current market value of a written option is the last
sale price, or in the absence of a sale, the mean between the last bid and
asked prices on that day. If a written call option expires on the stipulated
expiration date, or if the Fund enters into a closing purchase transaction,
the Fund realizes a gain (or a loss if the closing purchase transaction
exceeds the premium received when the option was written) without regard to
any unrealized gain or loss on the underlying security, and the liability
related to such option is extinguished. If a written option is exercised,
the Fund realizes a gain or a loss from the sale of the underlying security
and the proceeds of the sale are increased by the premium originally
received.
A call option gives the purchaser of such option the right to buy, and
the writer (the Fund) the obligation to sell, the underlying security at the
stated exercise price during the option period. The purchaser of a call
option has the right to acquire the security which is the subject of the
call option at any time during the option period. During the option period,
in return for the premium paid by the purchaser of the option, the Fund has
given up the opportunity for
FS-35
<PAGE> 170
Financials
capital appreciation above the exercise price should the market price of the
underlying security increase, but has retained the risk of loss should the
price of the underlying security decline. During the option period, the Fund
may be required at any time to deliver the underlying security against
payment of the exercise price. This obligation is terminated upon the
expiration of the option period or at such earlier time at which the Fund
effects a closing purchase transaction by purchasing (at a price which may
be higher than that received when the call option was written) a call option
identical to the one originally written. The Fund will not write a covered
call option if, immediately thereafter, the aggregate value of the
securities underlying all such options, determined as of the dates such
options were written, would exceed 25% of the net assets of the Fund.
F. Securities Transactions, Investment Income and Distributions - Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the specific identification of securities
sold. Interest income is recorded as earned from settlement date and is
recorded on the accrual basis. Dividend income and distributions to
shareholders are recorded on the ex-dividend date.
G. Federal Income Taxes - The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements.
H. Expenses - Operating expenses directly attributable to a class of shares are
charged to that class' operations. Expenses which are applicable to all
classes, e.g. advisory fees, are allocated among them.
I. Equalization - The Fund follows the accounting practice known as
equalization by which a portion of the proceeds from sales and the costs of
repurchases of Fund shares, equivalent on a per share basis to the amount of
undistributed net investment income, is credited or charged to undistributed
net income when the transaction is recorded so that undistributed net
investment income per share is unaffected by sales or redemptions of Fund
shares.
NOTE 2 - ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). The terms of the master investment advisory agreement
provide that the Fund shall pay an advisory fee to AIM at an annual rate of
1.0% of the first $30 million of the Fund's average daily net assets, plus
0.75% of the Fund's average daily net assets in excess of $30 million to and
including $350 million, plus 0.625% of the Fund's average daily net assets in
excess of $350 million. AIM is currently voluntarily waiving a portion of its
advisory fees payable by the Fund to AIM to the extent necessary to reduce the
fees paid by the Fund at net asset levels higher than those currently
incorporated in the present advisory fee schedule. AIM will receive a fee
calculated at the annual rate of 1.0% of the first $30 million of the Fund's
average daily net assets, plus 0.75% of the Fund's average daily net assets in
excess of $30 million to and including $350 million, plus 0.625% of the Fund's
average daily net assets in excess of $350 million to and including $2 billion,
plus 0.60% of the Fund's average daily net assets in excess of $2 billion to
and including $3 billion, plus 0.575% of the Fund's average daily net assets in
excess of $3 billion to and including $4 billion, plus 0.55% of the Fund's
average daily net assets in excess of $4 billion. The waiver of fees is
entirely voluntary and the Board of Directors of the Company would be advised
of any decision by AIM to discontinue the waiver. During the year ended October
31, 1995, AIM waived fees of $843,494. Under the terms of a master sub-advisory
agreement between AIM and A I M Capital Management, Inc. ("AIM Capital"), AIM
pays AIM Capital 50% of the amount paid by the Fund to AIM. These agreements
require AIM to reduce its fees or, if necessary, make payments to the Fund to
the extent required to satisfy any expense limitations imposed by the
securities laws or regulations thereunder of any state in which the Fund's
shares are qualified for sale.
The Fund, pursuant to a master administrative services agreement with AIM,
has agreed to reimburse AIM for certain administrative costs incurred in
providing accounting services to the Fund. During the year ended October 31,
1995, AIM was reimbursed $182,595 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") for certain costs incurred in providing
transfer agency services to the Class A shares and Class B shares. During the
year ended October 31, 1995, AFS was reimbursed $4,016,831 for such services.
During the year ended October 31, 1995, the Fund, pursuant to a transfer
agency and service agreement, paid A I M Institutional Fund Services, Inc.
("AIFS") $1,260 for shareholder and transfer agency services with respect to
the Institutional Class. Effective July 1, 1995, AIFS became the exclusive
transfer agent for the Institutional Class of the Fund.
The Company has entered into a master distribution agreement with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A and Class B shares and a master distribution agreement with Fund
Management Company ("FMC") to serve as the distributor for the Institutional
Class. The Company has adopted Plans pursuant to Rule 12b-1 under the 1940 Act
with respect to the Fund's Class A shares (the "Class A Plan") and with respect
to the Fund's Class B shares (the "Class B Plan") (collectively, the "Plans").
The Fund, pursuant to the Class A Plan, pays AIM Distributors compensation at
the annual rate of 0.30% of the average daily net assets attributable to the
Class A shares. The Class A Plan is designed to compensate AIM Distributors for
certain promotional and other sales related costs, and to implement a program
which provides periodic payments to selected dealers and financial institutions
who furnish continuing personal shareholder services to their customers who
purchase and own Class A shares of the Fund. The Fund, pursuant to the Class B
Plan, pays AIM Distributors compensation at an annual rate of 1.00% of the
average daily net assets attributable to the Class B shares. Of this amount,
the Fund may pay a service fee of 0.25% of the average daily net assets of the
Class B shares to selected dealers and financial institutions who furnish
continuing personal shareholder services to their customers who purchase and
own Class B shares of the Fund. Any amounts not paid as a service fee under
such Plans would constitute an asset-based sales charge. The Plans also impose
a cap on the total sales charges, including asset-based sales charges, that may
be paid by the respective classes. AIM Distributors may, from time to time,
assign, transfer or pledge to one or more designees, its rights to all or a
designated portion of (a) compensation received by AIM Distributors from the
Fund pursuant to the Class B Plan (but not AIM Distributors duties and
obligations pursuant to the Class B Plan) and (b) any contingent deferred sales
charges received by AIM Distributors related to the Class B shares. During the
year ended October 31, 1995 for the Class A shares and the period June 26, 1995
(date sales commenced) through October 31, 1995 for the Class B shares, the
Class A shares and the Class B shares paid AIM Distributors $12,217,290 and
$68,621, respectively, as compensation under the Plans.
AIM Distributors received commissions of $1,767,515 from sales of shares of
the Class A shares of the Fund during the year ended October 31, 1995. Such
commissions are not an expense of the Fund. They are deducted from, and are not
included in, the proceeds from sales of Class A shares. Certain officers and
directors of the Company are officers and directors of AIM, AIM Capital, AIM
Distributors, AFS, AIFS and FMC.
During the year ended October 31, 1995, the Fund paid legal fees of $13,238
for services rendered by Kramer, Levin, Naftalis, Nessen, Kamin & Frankel as
counsel to the Company's directors. A member of that firm is a director of the
Company.
FS-36
<PAGE> 171
Financials
NOTE 3 - INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term
securities) purchased and sold during the year ended October 31, 1995 was
$5,516,271,702 and $5,871,965,081, respectively.
The amount of unrealized appreciation (depreciation) of investment securities
on a tax basis as of October 31, 1995 is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of investment securities $980,791,723
- ---------------------------------------------------------------------------
Aggregate unrealized (depreciation) of investment securities (39,012,965)
- ---------------------------------------------------------------------------
Net unrealized appreciation of investment securities $941,778,758
===========================================================================
</TABLE>
Cost of investments for tax purposes is $3,703,473,319.
NOTE 4 - DIRECTORS' FEES
Directors' fees represent remuneration paid or accrued to each director who is
not an "interested person" of AIM. The Company invests directors' fees, if so
elected by a director, in mutual fund shares in accordance with a deferred
compensation plan.
NOTE 5 - BANK BORROWINGS
The Fund has a $68,400,000 committed line of credit with a financial
institution syndicate with Chemical Bank of New York as the administrative
agent. Interest on borrowings under the line of credit is payable on maturity
or prepayment date. The Fund is charged a commitment fee, payable quarterly, at
the rate of 1/10 of 1% per annum on the unused balance of the Fund's
commitment.
NOTE 6 - OPTION CONTRACTS WRITTEN
Transactions in call options written during the year ended October 31, 1995 are
summarized as follows:
<TABLE>
<CAPTION>
OPTION CONTRACTS
---------------------
NUMBER OF PREMIUMS
CONTRACTS RECEIVED
--------- -----------
<S> <C> <C>
Beginning of year -- --
- -------------------------------------------------------------------------------
Written 29,413 $ 6,668,627
- -------------------------------------------------------------------------------
Closed (11,309) (3,032,287)
- -------------------------------------------------------------------------------
Exercised (4,833) (887,684)
- -------------------------------------------------------------------------------
Expired (13,271) (2,748,656)
- -------------------------------------------------------------------------------
End of year -- $ --
===============================================================================
</TABLE>
NOTE 7 - CAPITAL STOCK
Changes in the capital stock outstanding during the years ended October 31,
1995 and 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
-------------------------- ----------------------------
SHARES AMOUNT SHARES AMOUNT
----------- ------------- ----------- ---------------
<S> <C> <C> <C> <C>
Sold:
Class A 32,034,901 $ 559,325,258 22,715,102 $ 385,995,119
- -----------------------------------------------------------------------------------
Class B* 2,180,033 43,415,613 -- --
- -----------------------------------------------------------------------------------
Institutional Class 559,557 10,092,219 466,667 7,928,748
- -----------------------------------------------------------------------------------
Issued as a reinvestment
of dividends:
Class A 24,460,017 361,036,594 4,979,521 84,004,521
- -----------------------------------------------------------------------------------
Class B* -- -- -- --
- -----------------------------------------------------------------------------------
Institutional Class 199,304 2,950,819 42,665 721,040
- -----------------------------------------------------------------------------------
Reacquired:
Class A (54,445,065) (937,990,088) (88,892,319) (1,518,548,266)
- -----------------------------------------------------------------------------------
Class B* (97,524) (1,956,737) -- --
- -----------------------------------------------------------------------------------
Institutional Class (363,327) (6,538,558) (503,154) (8,553,703)
- -----------------------------------------------------------------------------------
4,527,896 $ 30,335,120 (61,191,518) $(1,048,452,541)
===================================================================================
</TABLE>
*Class B shares commenced sales on June 26, 1995.
FS-37
<PAGE> 172
Financials
NOTE 8 - FINANCIAL HIGHLIGHTS
Shown below are the condensed financial highlights for a Class A share
outstanding during each of the years in the seven-year period ended October 31,
1995, the ten months ended October 31, 1988 and each of the years in the two-
year period ended December 31, 1987(a) and for a Class B share outstanding
during the period June 26, 1995 (date sales commenced) through October 31,
1995.
CLASS A:
<TABLE>
<CAPTION>
OCTOBER 31,
--------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988(b)
---------- ---------- ---------- ---------- ---------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of
period $ 17.82 $ 17.62 $ 16.68 $ 15.76 $ 11.15 $ 12.32 $ 9.23 $ 8.36
- ------------------ ---------- ---------- ---------- ---------- ---------- -------- -------- --------
Income from
investment
operations:
Net investment
income -- 0.07 0.10 0.10 0.11 0.09 0.10 0.07
- ------------------ ---------- ---------- ---------- ---------- ---------- -------- -------- --------
Net gains
(losses) on
securities (both
realized and
unrealized) 4.36 0.57 0.93 0.98 4.80 (0.56) 3.10 0.80
- ------------------ ---------- ---------- ---------- ---------- ---------- -------- -------- --------
Total from
investment
operations 4.36 0.64 1.03 1.08 4.91 (0.47) 3.20 0.87
- ------------------ ---------- ---------- ---------- ---------- ---------- -------- -------- --------
Less
distributions:
Dividends from
net investment
income (0.07) (0.11) (0.09) (0.07) (0.09) (0.06) (0.11) --
- ------------------ ---------- ---------- ---------- ---------- ---------- -------- -------- --------
Distributions
from net
realized capital
gains (1.78) (0.33) -- (0.09) (0.21) (0.64) -- --
- ------------------ ---------- ---------- ---------- ---------- ---------- -------- -------- --------
Total
distributions (1.85) (0.44) (0.09) (0.16) (0.30) (0.70) (0.11) --
- ------------------ ---------- ---------- ---------- ---------- ---------- -------- -------- --------
Net asset value,
end of period $ 20.33 $ 17.82 $ 17.62 $ 16.68 $ 15.76 $ 11.15 $ 12.32 $ 9.23
================== ========== ========== ========== ========== ========== ======== ======== ========
Total return(c) 28.20% 3.76% 6.17% 6.85% 44.88% (4.03)% 35.13% 10.41%
================== ========== ========== ========== ========== ========== ======== ======== ========
Ratios/supplemental
data:
Net assets, end of
period (000s
omitted) $4,564,730 $3,965,858 $4,999,983 $5,198,835 $2,534,331 $632,522 $393,320 $297,284
================== ========== ========== ========== ========== ========== ======== ======== ========
Ratio of expenses
to average net
assets 1.2%(d) 1.2% 1.1% 1.1% 1.2% 1.3% 1.2% 1.1%(f)
================== ========== ========== ========== ========== ========== ======== ======== ========
Ratio of net
investment income
to average net
assets 0.0%(d) 0.4% 0.6% 0.6% 0.7% 0.8% 1.0% 0.9%(f)
================== ========== ========== ========== ========== ========== ======== ======== ========
Portfolio turnover
rate 139% 136% 109% 37% 46% 79% 87% 93%
================== ========== ========== ========== ========== ========== ======== ======== ========
Borrowings for the
period:
Amount of debt
outstanding at
end of period
(000s omitted) -- -- -- -- -- -- $ 3,781 --
================== ========== ========== ========== ========== ========== ======== ======== ========
Average amount of
debt outstanding
during the period
(000s omitted)(e) $ 593 -- -- -- -- $ 485 $ 1,083 $ 229
================== ========== ========== ========== ========== ========== ======== ======== ========
Average number of
shares
outstanding
during the period
(000s omitted)(e) 229,272 249,351 314,490 246,273 102,353 44,770 31,275 33,031
================== ========== ========== ========== ========== ========== ======== ======== ========
Average amount of
debt per share
during the period $ 0.0026 -- -- -- -- $ 0.011 $ 0.035 $ 0.007
================== ========== ========== ========== ========== ========== ======== ======== ========
<CAPTION>
DECEMBER 31,
-------------------
1987 1986(b)
--------- ---------
<S> <C> <C>
Net asset value,
beginning of
period $ 8.82 $ 9.10
- -------------------- --------- ---------
Income from
investment
operations:
Net investment
income 0.07 0.09
- -------------------- --------- ---------
Net gains
(losses) on
securities (both
realized and
unrealized) 0.83 2.11
- -------------------- --------- ---------
Total from
investment
operations 0.90 2.20
- -------------------- --------- ---------
Less
distributions:
Dividends from
net investment
income (0.09) (0.09)
- -------------------- --------- ---------
Distributions
from net
realized capital
gains (1.27) (2.39)
- -------------------- --------- ---------
Total
distributions (1.36) (2.48)
- -------------------- --------- ---------
Net asset value,
end of period $ 8.36 $ 8.82
==================== ========= =========
Total return(c) 9.75% 25.06%
==================== ========= =========
Ratios/supplemental
data:
Net assets, end of
period (000s
omitted) $286,453 $171,138
==================== ========= =========
Ratio of expenses
to average net
assets 1.0% 1.0%
==================== ========= =========
Ratio of net
investment income
to average net
assets 0.7% 0.8%
==================== ========= =========
Portfolio turnover
rate 108% 113%
==================== ========= =========
Borrowings for the
period:
Amount of debt
outstanding at
end of period
(000s omitted) $ 355 --
==================== ========= =========
Average amount of
debt outstanding
during the period
(000s omitted)(e) $ 509 $ 56
==================== ========= =========
Average number of
shares
outstanding
during the period
(000s omitted)(e) 25,825 18,519
==================== ========= =========
Average amount of
debt per share
during the period $ 0.020 $ 0.003
==================== ========= =========
</TABLE>
(a) Per share information has been restated to reflect a 2 for 1 stock split,
effected in the form of a dividend, on September 29, 1987.
(b) The Fund changed investment advisors on May 1, 1986, and on September 30,
1988.
(c) Does not deduct sales charges and, for periods less than one year, total
returns are not annualized.
(d) After waiver of advisory fees. Ratios of expenses and net investment income
to average net assets prior to waiver of advisory fees were 1.2% and
(0.04)%, respectively. Ratios are based on average net assets of
$4,072,429,878.
(e) Averages computed on a daily basis.
(f) Annualized.
FS-38
<PAGE> 173
Financials
CLASS B:
<TABLE>
<CAPTION>
1995
-------
<S> <C>
Net asset value, beginning of period $18.56
- -------------------------------------------------- -------
Income from investment operations:
Net investment income (loss) (0.03)
- -------------------------------------------------- -------
Net gains (losses) on securities (both realized
and unrealized) 1.75
- -------------------------------------------------- -------
Total from investment operations 1.72
- -------------------------------------------------- -------
Less distributions:
Dividends from net investment income --
- -------------------------------------------------- -------
Distributions from net realized capital gains --
- -------------------------------------------------- -------
Total distributions --
- -------------------------------------------------- -------
Net asset value, end of period $20.28
================================================== =======
Total return(a) 9.27%
================================================== =======
Ratios/supplemental data:
Net assets, end of period (000's omitted) $42,238
================================================== =======
Ratio of expenses to average net assets 1.91 %(b)
================================================== =======
Ratio of net investment income (loss) to average
net assets (0.76)%(b)
================================================== =======
Portfolio turnover rate 139%
================================================== =======
Borrowings for the period:
Amount of debt outstanding at end of
period (000s omitted) --
================================================== =======
Average amount of debt outstanding during the
period (000s omitted)(c) $ 3
================================================== =======
Average number of shares outstanding during the
period (000s omitted)(c) 1,036
================================================== =======
Average amount of debt per share during the period $0.0029
================================================== =======
</TABLE>
(a) Do not deduct contingent deferred sales charges and is not annualized for
periods less than one year.
(b) Annualized. After waiver of advisory fees. Annualized ratios of expenses
and net investment income (loss) to average net assets prior to waiver of
advisory fees were 1.94% and (0.79)%, respectively. Ratios are based on
average net assets of $19,567,695.
(c) Averages computed on a daily basis.
FS-39
<PAGE> 174
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Aggressive Growth Fund:
We have audited the accompanying statement of assets and liabilities of the AIM
Aggressive Growth Fund (a portfolio of AIM Equity Funds, Inc.), including the
schedule of investments, as of October 31, 1995, the related statement of
operations for the year then ended, the statement of changes in net assets for
each of the years in the two-year period then ended and the financial
highlights for each of the years in the two-year period then ended and the ten
month period ended October 31, 1993. These financial statements and financial
highlights are the responsibility of the Fund's management. Our responsibility
is to express an opinion on these financial statements and financial highlights
based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of AIM
Aggressive Growth Fund as of October 31, 1995, the results of its operations
for the year then ended, the changes in its net assets for each of the years in
the two-year period then ended and the financial highlights for each of the
years in the two-year period then ended and the ten month period ended October
31, 1993, in conformity with generally accepted accounting principles.
KPMG Peat Marwick LLP
Houston, Texas
December 8, 1995
FS-40
<PAGE> 175
Financials
SCHEDULE OF INVESTMENTS
October 31, 1995
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMMON STOCKS - 87.67%
ADVERTISING/BROADCASTING - 0.55%
50,000 Clear Channel Communications, Inc.(a) $ 4,100,000
- -----------------------------------------------------------------------
150,000 Heritage Media Corp.-Class A(A) 4,162,500
- -----------------------------------------------------------------------
100,000 Meredith Corp. 3,575,000
- -----------------------------------------------------------------------
21,300 Sinclair Broadcast Group, Inc.-Class A(a) 441,975
- -----------------------------------------------------------------------
12,279,475
- -----------------------------------------------------------------------
AUTOMOBILE/TRUCKS PARTS & TIRES - 0.44%
150,000 Borg-Warner Automotive, Inc. 4,425,000
- -----------------------------------------------------------------------
300,000 Thompson PBE, Inc.(a) 5,475,000
- -----------------------------------------------------------------------
9,900,000
- -----------------------------------------------------------------------
BEVERAGES - 0.42%
195,000 Canandaigua Wine Co., Inc.-Class A(a) 9,360,000
- -----------------------------------------------------------------------
BUILDING MATERIALS - 0.10%
70,000 Danaher Corp. 2,170,000
- -----------------------------------------------------------------------
BUSINESS SERVICES - 0.79%
195,000 Alternative Resources Corp.(a) 6,045,000
- -----------------------------------------------------------------------
167,700 Brandon Systems Corp. 3,018,600
- -----------------------------------------------------------------------
159,500 Healthcare COMPARE Corp.(a) 5,901,500
- -----------------------------------------------------------------------
200,000 Sterling Healthcare Group(a) 2,750,000
- -----------------------------------------------------------------------
17,715,100
- -----------------------------------------------------------------------
CHEMICALS - 0.12%
175,000 Applied Extrusion Technologies, Inc.(a) 2,690,625
- -----------------------------------------------------------------------
CHEMICALS (SPECIALTY) - 0.58%
355,500 Airgas Inc.(a) 9,465,188
- -----------------------------------------------------------------------
150,000 Mississippi Chemical Corp. 3,618,750
- -----------------------------------------------------------------------
13,083,938
- -----------------------------------------------------------------------
COMPUTER MINI/PCS - 0.28%
400,000 Rational Software Corp.(a) 6,250,000
- -----------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMPUTER NETWORKING - 4.93%
400,000 ALANTEC Corp.(a) $ 14,300,000
- ---------------------------------------------------------------------
160,000 Ascend Communications, Inc.(a) 10,400,000
- ---------------------------------------------------------------------
300,000 Auspex Systems, Inc.(a) 4,237,500
- ---------------------------------------------------------------------
125,000 Belden, Inc. 3,015,625
- ---------------------------------------------------------------------
350,000 Black Box Corp.(a) 5,687,500
- ---------------------------------------------------------------------
120,600 Cascade Communications Corp.(a) 8,592,750
- ---------------------------------------------------------------------
500,000 Cheyenne Software, Inc.(a) 10,437,500
- ---------------------------------------------------------------------
100,000 CIDCO, Inc.(a) 2,962,500
- ---------------------------------------------------------------------
315,000 DSP Group, Inc.(a) 5,118,750
- ---------------------------------------------------------------------
279,300 FORE Systems, Inc.(a) 14,802,900
- ---------------------------------------------------------------------
150,000 InterVoice, Inc.(a) 2,737,500
- ---------------------------------------------------------------------
100,000 Lannet Data Communications, Ltd.(a) 2,875,000
- ---------------------------------------------------------------------
230,000 Madge, N.V.(a) 9,631,250
- ---------------------------------------------------------------------
300,000 Microtest, Inc.(a) 4,650,000
- ---------------------------------------------------------------------
200,000 Network Equipment Technologies, Inc.(a) 6,525,000
- ---------------------------------------------------------------------
155,300 Optical Data Systems, Inc.(a) 4,639,588
- ---------------------------------------------------------------------
110,613,363
- ---------------------------------------------------------------------
COMPUTER PERIPHERALS - 3.79%
337,500 Alliance Semiconductor Corp.(a) 10,378,125
- ---------------------------------------------------------------------
210,000 Dialogic Corp.(a) 6,090,000
- ---------------------------------------------------------------------
100,000 Digi International, Inc.(a) 2,675,000
- ---------------------------------------------------------------------
135,000 Eltron International, Inc.(a) 4,387,500
- ---------------------------------------------------------------------
100,000 Filenet Corp.(a) 4,537,500
- ---------------------------------------------------------------------
210,250 Microchip Technology, Inc.(a) 8,344,297
- ---------------------------------------------------------------------
600,000 Mylex Corp.(a) 11,175,000
- ---------------------------------------------------------------------
310,000 Oak Technology, Inc.(a) 16,972,500
- ---------------------------------------------------------------------
190,000 Read-Rite Corp.(a) 6,626,250
- ---------------------------------------------------------------------
150,000 U.S. Robotics Corp.(a) 13,875,000
- ---------------------------------------------------------------------
85,061,172
- ---------------------------------------------------------------------
</TABLE>
FS-42
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<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
COMPUTER SOFTWARE/SERVICES - 14.90%
325,000 Acclaim Entertainment, Inc.(a) $ 7,678,125
- ---------------------------------------------------------------------
400,000 Activision, Inc.(a) 6,700,000
- ---------------------------------------------------------------------
39,000 Adobe Systems, Inc. 2,223,000
- ---------------------------------------------------------------------
225,000 Affiliated Computer Services, Inc.(a) 7,537,500
- ---------------------------------------------------------------------
190,000 Analysts International Corp. 5,628,750
- ---------------------------------------------------------------------
48,800 Astea International, Inc.(a) 878,400
- ---------------------------------------------------------------------
150,000 Atria Software, Inc.(a) 5,362,500
- ---------------------------------------------------------------------
78,500 Bell & Howell Co.(a) 1,962,500
- ---------------------------------------------------------------------
112,500 Cadence Design Systems, Inc.(a) 3,628,125
- ---------------------------------------------------------------------
212,100 Cerner Corp.(a) 5,620,650
- ---------------------------------------------------------------------
46,100 Checkfree Corp.(a) 973,863
- ---------------------------------------------------------------------
1,300,000 Computervision Corp.(a) 15,275,000
- ---------------------------------------------------------------------
39,800 Computron Software, Inc.(a) 676,600
- ---------------------------------------------------------------------
300,000 Corel Corp.(a) 5,137,500
- ---------------------------------------------------------------------
200,000 CyCare Systems, Inc.(a) 6,200,000
- ---------------------------------------------------------------------
18,000 DataWorks Corp.(a) 249,750
- ---------------------------------------------------------------------
200,000 Diamond Multimedia Systems, Inc.(a) 5,900,000
- ---------------------------------------------------------------------
20,000 Edmark Corp.(a) 860,000
- ---------------------------------------------------------------------
50,000 Electronics for Imaging, Inc.(a) 4,112,500
- ---------------------------------------------------------------------
325,000 Expert Software, Inc.(a) 6,743,750
- ---------------------------------------------------------------------
200,000 FTP Software, Inc.(a) 5,400,000
- ---------------------------------------------------------------------
100,000 HBO & Co. 7,075,000
- ---------------------------------------------------------------------
276,600 HCIA, Inc.(a) 7,537,350
- ---------------------------------------------------------------------
32,000 HPR Inc.(a) 832,000
- ---------------------------------------------------------------------
200,000 Hummingbird Communications Ltd.(a) 8,600,000
- ---------------------------------------------------------------------
160,000 Hyperion Software Corp.(a) 7,880,000
- ---------------------------------------------------------------------
215,200 Imnet Systems, Inc.(a) 5,460,700
- ---------------------------------------------------------------------
10,000 Integrated Measurement Systems, Inc.(a) 135,000
- ---------------------------------------------------------------------
250,000 Integrated Silicon Systems, Inc.(a) 7,343,750
- ---------------------------------------------------------------------
288,000 Integrated Systems, Inc.(a) 10,080,000
- ---------------------------------------------------------------------
365,500 Intersolv Inc.(a) 5,756,625
- ---------------------------------------------------------------------
20,500 Logic Works, Inc.(a) 312,625
- ---------------------------------------------------------------------
200,000 Macromedia, Inc.(a) 7,400,000
- ---------------------------------------------------------------------
</TABLE>
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<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
Computer Software/Services - (continued)
270,000 Medic Computer Systems, Inc.(a) $ 14,377,500
- ----------------------------------------------------------------------
500,000 Mentor Graphics Corp.(a) 10,500,000
- ----------------------------------------------------------------------
305,000 Microcom, Inc.(a) 6,671,875
- ----------------------------------------------------------------------
140,000 NetManage, Inc.(a) 2,852,500
- ----------------------------------------------------------------------
350,000 Network General Corp.(a) 14,525,000
- ----------------------------------------------------------------------
40,500 ON Technology Corp.(a) 486,000
- ----------------------------------------------------------------------
340,000 PairGain Technologies, Inc.(a) 14,535,000
- ----------------------------------------------------------------------
75,000 PeopleSoft, Inc.(a) 6,450,000
- ----------------------------------------------------------------------
245,900 Phamis, Inc.(a) 6,208,975
- ----------------------------------------------------------------------
250,000 Pinnacle Systems, Inc.(a) 7,843,750
- ----------------------------------------------------------------------
200,000 Planar Systems Inc.(a) 3,475,000
- ----------------------------------------------------------------------
150,000 Platinum Technology, Inc.(a) 2,737,500
- ----------------------------------------------------------------------
50,000 Policy Management Systems Corp.(a) 2,356,250
- ----------------------------------------------------------------------
49,300 Premenos Technology Corp.(a) 1,935,025
- ----------------------------------------------------------------------
200,000 Project Software & Development, Inc.(a) 5,300,000
- ----------------------------------------------------------------------
85,000 Pure Software, Inc.(a) 3,123,750
- ----------------------------------------------------------------------
500,000 S3, Inc.(a) 8,562,500
- ----------------------------------------------------------------------
325,000 Shared Medical Systems Corp. 12,553,125
- ----------------------------------------------------------------------
30,100 Smith Micro Software, Inc.(a) 368,725
- ----------------------------------------------------------------------
290,000 Softdesk, Inc.(a) 6,742,500
- ----------------------------------------------------------------------
250,000 SoftKey International, Inc.(a) 7,875,000
- ----------------------------------------------------------------------
100,000 Sterling Software, Inc.(a) 4,612,500
- ----------------------------------------------------------------------
400,000 Symantec Corp.(a) 9,725,000
- ----------------------------------------------------------------------
10,500 Synopsys, Inc.(a) 393,750
- ----------------------------------------------------------------------
16,500 Unison Software, Inc.(a) 206,250
- ----------------------------------------------------------------------
31,300 Vantive Corp.(a) 500,800
- ----------------------------------------------------------------------
24,500 Verity, Inc.(a) 900,375
- ----------------------------------------------------------------------
170,000 Viasoft, Inc.(a) 2,210,000
- ----------------------------------------------------------------------
350,000 Wind River Systems, Inc.(a) 9,450,000
- ----------------------------------------------------------------------
334,640,213
- ----------------------------------------------------------------------
</TABLE>
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<PAGE> 179
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<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
CONSUMER NON-DURABLES - 0.26%
121,600 Department 56, Inc.(a) $ 5,517,600
- -------------------------------------------------------------------------
15,900 USA Detergents, Inc.(a) 405,450
- -------------------------------------------------------------------------
5,923,050
- -------------------------------------------------------------------------
CONTAINERS - 0.18%
150,000 Sealed Air Corp.(a) 3,956,250
- -------------------------------------------------------------------------
COSMETICS & TOILETRIES - 0.09%
101,800 Helen of Troy, Ltd.(a) 1,921,475
- -------------------------------------------------------------------------
ELECTRONIC COMPONENTS/MISCELLANEOUS - 5.39%
202,500 Aetrium, Inc.(a) 4,404,375
- -------------------------------------------------------------------------
200,000 Ametek, Inc. 3,525,000
- -------------------------------------------------------------------------
200,000 Amphenol Corp.(a) 4,325,000
- -------------------------------------------------------------------------
70,000 BMC Industries, Inc. 2,703,750
- -------------------------------------------------------------------------
150,000 Brooks Automation, Inc.(a) 2,700,000
- -------------------------------------------------------------------------
200,000 California Amplifier, Inc.(a) 5,400,000
- -------------------------------------------------------------------------
300,000 Electro Scientific Industries, Inc.(a) 9,300,000
- -------------------------------------------------------------------------
50,000 Franklin Electronic Publishers, Inc.(a) 2,068,750
- -------------------------------------------------------------------------
224,700 General Scanning, Inc.(a) 2,696,400
- -------------------------------------------------------------------------
126,000 Harman International Industries, Inc. 5,811,750
- -------------------------------------------------------------------------
175,000 Integrated Silicon Solution, Inc.(a) 5,479,688
- -------------------------------------------------------------------------
29,200 Mackie Designs, Inc.(a) 372,300
- -------------------------------------------------------------------------
125,000 Methode Electronics, Inc. 2,875,000
- -------------------------------------------------------------------------
46,875 Molex, Inc. 1,546,875
- -------------------------------------------------------------------------
52,800 Oak Industries, Inc.(a) 1,102,200
- -------------------------------------------------------------------------
200,000 Perceptron, Inc.(a) 5,350,000
- -------------------------------------------------------------------------
250,000 PRI Automation, Inc.(a) 9,250,000
- -------------------------------------------------------------------------
425,000 PSC, Inc.(a) 4,356,250
- -------------------------------------------------------------------------
225,000 Recoton Corp.(a) 5,006,250
- -------------------------------------------------------------------------
104,500 Semitool, Inc.(a) 1,698,125
- -------------------------------------------------------------------------
62,000 Smartflex Systems, Inc.(a) 906,750
- -------------------------------------------------------------------------
300,000 Symbol Technologies, Inc.(a) 10,462,500
- -------------------------------------------------------------------------
100,000 Tektronix, Inc. 5,925,000
- -------------------------------------------------------------------------
500,000 Telxon Corp. 11,562,500
- -------------------------------------------------------------------------
369,000 Teradyne, Inc.(a) 12,315,375
- -------------------------------------------------------------------------
121,143,838
- -------------------------------------------------------------------------
</TABLE>
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<PAGE> 180
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
ELECTRONIC/DEFENSE - 0.35%
200,000 Alpha Industries, Inc.(a) $ 3,100,000
- -----------------------------------------------------------------
100,000 Watkins-Johnson Co. 4,812,500
- -----------------------------------------------------------------
7,912,500
- -----------------------------------------------------------------
ELECTRONIC/PC DISTRIBUTORS - 0.73%
250,000 Kent Electronics Corp.(a) 12,187,500
- -----------------------------------------------------------------
300,000 Pioneer-Standard Electronics, Inc. 4,162,500
- -----------------------------------------------------------------
16,350,000
- -----------------------------------------------------------------
FINANCE (CONSUMER CREDIT) - 2.87%
220,000 Aames Financial Corp. 5,500,000
- -----------------------------------------------------------------
100,000 CMAC Investment Corp. 4,750,000
- -----------------------------------------------------------------
200,050 Concord EFS, Inc.(a) 6,901,725
- -----------------------------------------------------------------
500,000 Credit Acceptance Corp.(a) 11,750,000
- -----------------------------------------------------------------
153,800 General Acceptance Corp.(a) 4,075,700
- -----------------------------------------------------------------
475,000 Medaphis Corp.(a) 15,081,250
- -----------------------------------------------------------------
225,000 Money Store Inc. (The) 9,000,000
- -----------------------------------------------------------------
150,000 PMT Services, Inc.(a) 4,031,250
- -----------------------------------------------------------------
40,500 WFS Financial, Inc.(a) 673,312
- -----------------------------------------------------------------
200,000 World Acceptance Corp.(a) 2,600,000
- -----------------------------------------------------------------
64,363,237
- -----------------------------------------------------------------
FINANCE (LEASING COMPANIES) - 0.26%
225,000 Oxford Resources Corp.(a) 5,906,250
- -----------------------------------------------------------------
FINANCE (SAVINGS & LOAN) - 0.20%
75,000 TCF Financial Corp. 4,406,250
- -----------------------------------------------------------------
FUNERAL SERVICES - 0.41%
32,500 Equity Corporation International(a) 682,500
- -----------------------------------------------------------------
250,000 Stewart Enterprises Inc.-Class A 8,437,500
- -----------------------------------------------------------------
9,120,000
- -----------------------------------------------------------------
GAMING - 0.25%
75,000 Grand Casinos, Inc.(a) 2,981,250
- -----------------------------------------------------------------
250,000 Players International, Inc.(a) 2,687,500
- -----------------------------------------------------------------
5,668,750
- -----------------------------------------------------------------
</TABLE>
FS-46
<PAGE> 181
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
HOTELS/MOTELS - 0.40%
175,000 La Quinta Motor Inns, Inc. $ 4,506,250
- ---------------------------------------------------------------------
450,000 Prime Hospitality Corp.(a) 4,443,750
- ---------------------------------------------------------------------
8,950,000
- ---------------------------------------------------------------------
INSURANCE (LIFE & HEALTH) - 0.32%
100,000 American Travelers Corp.(a) 2,237,500
- ---------------------------------------------------------------------
175,000 United Companies Financial Corp. 4,943,750
- ---------------------------------------------------------------------
7,181,250
- ---------------------------------------------------------------------
INSURANCE (MULTI-LINE PROPERTY) - 0.84%
60,000 Allied Group, Inc. 1,950,000
- ---------------------------------------------------------------------
319,500 HCC Insurance Holdings, Inc.(a) 11,102,625
- ---------------------------------------------------------------------
34,200 United Dental Care, Inc.(a) 1,043,100
- ---------------------------------------------------------------------
119,000 Vesta Insurance Group, Inc. 4,804,625
- ---------------------------------------------------------------------
18,900,350
- ---------------------------------------------------------------------
LEISURE & RECREATION - 1.67%
158,800 Avid Technology, Inc.(a) 6,947,500
- ---------------------------------------------------------------------
400,000 Cannondale Corp.(a) 6,400,000
- ---------------------------------------------------------------------
50,000 Coleman Co., Inc.(a) 1,712,500
- ---------------------------------------------------------------------
287,500 Guest Supply, Inc.(a) 5,426,562
- ---------------------------------------------------------------------
300,000 Moovies, Inc.(a) 4,912,500
- ---------------------------------------------------------------------
250,000 Ride, Inc.(a) 6,031,250
- ---------------------------------------------------------------------
200,000 West Marine, Inc.(a) 6,100,000
- ---------------------------------------------------------------------
37,530,312
- ---------------------------------------------------------------------
MACHINE TOOLS - 0.47%
200,000 Acme-Cleveland Corp. 4,375,000
- ---------------------------------------------------------------------
100,000 Applied Power, Inc.-Class A 3,037,500
- ---------------------------------------------------------------------
100,000 Kennametal Inc. 3,112,500
- ---------------------------------------------------------------------
10,525,000
- ---------------------------------------------------------------------
MACHINERY (HEAVY) - 0.27%
34,000 AGCO Corp. 1,521,500
- ---------------------------------------------------------------------
285,000 Tractor Supply Co.(a) 4,488,750
- ---------------------------------------------------------------------
6,010,250
- ---------------------------------------------------------------------
</TABLE>
FS-47
<PAGE> 182
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
MACHINERY (MISCELLANEOUS) - 0.17%
100,000 Kulicke & Soffa Industries, Inc.(a) $ 3,500,000
- ---------------------------------------------------------------------------
37,500 TransPro, Inc. 412,500
- ---------------------------------------------------------------------------
3,912,500
- ---------------------------------------------------------------------------
MEDICAL (DRUGS) - 1.16%
100,000 Alpharma, Inc.-Class A 2,400,000
- ---------------------------------------------------------------------------
79,500 Arbor Drugs, Inc. 1,470,750
- ---------------------------------------------------------------------------
225,000 Cardinal Health, Inc. 11,559,375
- ---------------------------------------------------------------------------
75,000 Express Scripts, Inc.-Class A(a) 2,850,000
- ---------------------------------------------------------------------------
29,000 Gulf South Medical Supply, Inc.(a) 601,750
- ---------------------------------------------------------------------------
160,000 Watson Pharmaceuticals, Inc.(a) 7,160,000
- ---------------------------------------------------------------------------
26,041,875
- ---------------------------------------------------------------------------
MEDICAL (PATIENT SERVICES) - 8.79%
420,000 AHI Healthcare Systems, Inc.(a) 5,880,000
- ---------------------------------------------------------------------------
400,000 American Medical Response, Inc.(a) 11,550,000
- ---------------------------------------------------------------------------
400,000 Apria Healthcare Group, Inc.(a) 8,650,000
- ---------------------------------------------------------------------------
390,000 Arbor Health Care Co.(a) 6,630,000
- ---------------------------------------------------------------------------
300,000 Community Health Systems, Inc.(a) 9,525,000
- ---------------------------------------------------------------------------
145,800 Enterprise Systems, Inc.(a) 3,408,075
- ---------------------------------------------------------------------------
300,000 Genesis Health Ventures, Inc.(a) 8,662,500
- ---------------------------------------------------------------------------
350,000 Health Care and Retirement Corp.(a) 10,281,250
- ---------------------------------------------------------------------------
491,775 Health Management Associates, Inc.-Class A(a) 10,573,163
- ---------------------------------------------------------------------------
250,000 Healthsource, Inc.(a) 13,250,000
- ---------------------------------------------------------------------------
525,530 HEALTHSOUTH Corp.(a) 13,729,470
- ---------------------------------------------------------------------------
200,000 Horizon Healthcare Corp.(a) 4,050,000
- ---------------------------------------------------------------------------
150,000 Integrated Health Services, Inc. 3,431,250
- ---------------------------------------------------------------------------
425,000 Lincare Holdings, Inc.(a) 10,571,875
- ---------------------------------------------------------------------------
268,600 Living Centers of America, Inc.(a) 6,950,025
- ---------------------------------------------------------------------------
250,000 Multicare Companies, Inc. (The)(a) 4,687,500
- ---------------------------------------------------------------------------
27,800 Myraid Genetics, Inc.(a) 750,600
- ---------------------------------------------------------------------------
250,000 OrNda HealthCorp(a) 4,406,250
- ---------------------------------------------------------------------------
100,000 Oxford Health Plans, Inc.(a) 7,825,000
- ---------------------------------------------------------------------------
117,500 Pediatrix Medical Group, Inc.(a) 2,540,938
- ---------------------------------------------------------------------------
115,000 PhyCor, Inc.(a) 4,226,250
- ---------------------------------------------------------------------------
</TABLE>
FS-48
<PAGE> 183
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<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
Medical (Patient Services) - (continued)
134,500 Physician Reliance Network, Inc.(a) $ 4,472,125
- ----------------------------------------------------------------------
400,000 Quorum Health Group, Inc.(a) 8,575,000
- ----------------------------------------------------------------------
400,000 Rotech Medical Corp.(a) 9,100,000
- ----------------------------------------------------------------------
120,000 Sierra Health Services, Inc.(a) 3,435,000
- ----------------------------------------------------------------------
250,000 Summit Care Corp.(a) 5,187,500
- ----------------------------------------------------------------------
239,400 TheraTx Inc.(a) 2,693,250
- ----------------------------------------------------------------------
200,000 Tokos Medical Corp.(a) 1,850,000
- ----------------------------------------------------------------------
99,500 Value Health, Inc.(a) 2,276,062
- ----------------------------------------------------------------------
300,000 Vencor, Inc.(a) 8,325,000
- ----------------------------------------------------------------------
197,493,083
- ----------------------------------------------------------------------
MEDICAL INSTRUMENTS/PRODUCTS - 3.46%
297,000 Conmed Corp.(a) 10,395,000
- ----------------------------------------------------------------------
52,300 Cordis Corp.(a) 5,779,150
- ----------------------------------------------------------------------
18,300 De Rigo S.p.A.-ADR(a) 377,437
- ----------------------------------------------------------------------
250,000 Empi Inc.(a) 5,562,500
- ----------------------------------------------------------------------
250,000 Haemonetics Corp.(a) 4,718,750
- ----------------------------------------------------------------------
69,800 Heart Technology, Inc.(a) 1,989,300
- ----------------------------------------------------------------------
150,000 MiniMed, Inc.(a) 1,387,500
- ----------------------------------------------------------------------
190,500 Nellcor Puritan Bennett, Inc.(a) 10,953,750
- ----------------------------------------------------------------------
250,000 Omnicare Inc. 9,062,500
- ----------------------------------------------------------------------
250,000 Patterson Dental Co.(a) 6,250,000
- ----------------------------------------------------------------------
200,000 ResMed, Inc.(a) 3,000,000
- ----------------------------------------------------------------------
300,000 Sybron International Corp.(a) 12,750,000
- ----------------------------------------------------------------------
70,000 Target Therapeutics, Inc.(a) 5,425,000
- ----------------------------------------------------------------------
77,650,887
- ----------------------------------------------------------------------
OFFICE AUTOMATION - 0.70%
200,000 Danka Business Systems PLC-ADR 6,700,000
- ----------------------------------------------------------------------
275,000 In Focus Systems, Inc.(a) 9,040,625
- ----------------------------------------------------------------------
15,740,625
- ----------------------------------------------------------------------
</TABLE>
FS-49
<PAGE> 184
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
POLLUTION CONTROL - 0.73%
185,000 Asyst Technologies, Inc.(a) $ 7,770,000
- -------------------------------------------------------------------
50,000 Sanifill, Inc.(a) 1,575,000
- -------------------------------------------------------------------
70,000 United Waste Systems, Inc.(a) 2,765,000
- -------------------------------------------------------------------
206,500 USA Waste Services, Inc.(a) 4,336,500
- -------------------------------------------------------------------
16,446,500
- -------------------------------------------------------------------
PUBLISHING - 0.08%
61,000 Media General, Inc.-Class A 1,692,750
- -------------------------------------------------------------------
RESTAURANTS - 1.74%
251,562 Apple South, Inc. 5,157,020
- -------------------------------------------------------------------
350,000 Buffets, Inc.(a) 4,375,000
- -------------------------------------------------------------------
300,000 Daka International, Inc.(a) 9,112,500
- -------------------------------------------------------------------
700,000 Landry's Seafood Restaurants, Inc.(a) 9,450,000
- -------------------------------------------------------------------
500,000 Sonic Corp.(a) 11,000,000
- -------------------------------------------------------------------
39,094,520
- -------------------------------------------------------------------
RETAIL (FOOD & DRUG) - 0.36%
200,000 Big B, Inc. 2,950,000
- -------------------------------------------------------------------
220,000 Casey's General Stores, Inc. 5,060,000
- -------------------------------------------------------------------
8,010,000
- -------------------------------------------------------------------
RETAIL (STORES) - 6.01%
155,000 Baby Superstore, Inc.(a) 7,323,750
- -------------------------------------------------------------------
200,000 Bed Bath & Beyond, Inc.(a) 6,250,000
- -------------------------------------------------------------------
101,700 CDW Computer Centers, Inc.(a) 4,932,450
- -------------------------------------------------------------------
85,000 CompUSA, Inc.(a) 3,251,250
- -------------------------------------------------------------------
199,100 Corporate Express, Inc.(a) 5,201,488
- -------------------------------------------------------------------
300,000 Creative Computers, Inc.(a) 8,700,000
- -------------------------------------------------------------------
200,100 Duty Free International, Inc. 2,851,425
- -------------------------------------------------------------------
208,600 Eastbay, Inc.(a) 4,432,750
- -------------------------------------------------------------------
35,300 Gadzooks, Inc.(a) 653,050
- -------------------------------------------------------------------
250,000 Global DirectMail Corp.(a) 6,812,500
- -------------------------------------------------------------------
350,000 Gymboree Corp.(a) 7,918,750
- -------------------------------------------------------------------
375,000 Hollywood Entertainment Corp.(a) 10,031,250
- -------------------------------------------------------------------
100,000 Just for Feet, Inc.(a) 2,362,500
- -------------------------------------------------------------------
300,000 Men's Wearhouse, Inc. (The)(a) 11,700,000
- -------------------------------------------------------------------
</TABLE>
FS-50
<PAGE> 185
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
Retail (Stores) - (continued)
265,800 Micro Warehouse, Inc.(a) $ 11,828,100
- --------------------------------------------------------------------
115,000 Movie Gallery, Inc.(a) 4,427,500
- --------------------------------------------------------------------
100,000 Oakley, Inc.(a) 3,450,000
- --------------------------------------------------------------------
150,000 Performance Food Group Co.(a) 3,487,500
- --------------------------------------------------------------------
285,000 Petco Animal Supplies, Inc.(a) 7,980,000
- --------------------------------------------------------------------
59,900 Proffitt's, Inc.(a) 1,400,162
- --------------------------------------------------------------------
20,000 Regis Corp.(a) 455,000
- --------------------------------------------------------------------
425,000 Sports Authority, Inc. (The)(a) 9,243,750
- --------------------------------------------------------------------
300,000 Sunglass Hut International, Inc.(a) 8,175,000
- --------------------------------------------------------------------
150,000 Zale Corp.(a) 2,212,500
- --------------------------------------------------------------------
135,080,675
- --------------------------------------------------------------------
SCIENTIFIC INSTRUMENTS - 0.40%
100,000 Dynatech Corp.(a) 1,500,000
- --------------------------------------------------------------------
200,000 Input/Output, Inc.(a) 7,475,000
- --------------------------------------------------------------------
8,975,000
- --------------------------------------------------------------------
SEMICONDUCTORS - 14.34%
129,100 Advanced Technology Materials, Inc.(a) 1,403,963
- --------------------------------------------------------------------
190,000 Altera Corp.(a) 11,495,000
- --------------------------------------------------------------------
125,000 ASM Lithography Holding N.V.(a) 6,203,125
- --------------------------------------------------------------------
300,000 Atmel Corp.(a) 9,375,000
- --------------------------------------------------------------------
250,000 Burr-Brown Corp.(a) 8,125,000
- --------------------------------------------------------------------
300,000 Chips and Technologies, Inc.(a) 2,625,000
- --------------------------------------------------------------------
130,000 Cirrus Logic, Inc.(a) 5,476,250
- --------------------------------------------------------------------
500,000 Computer Products, Inc.(a) 5,812,500
- --------------------------------------------------------------------
225,000 Credence Systems Corp.(a) 8,409,375
- --------------------------------------------------------------------
350,000 Cypress Semiconductor Corp.(a) 12,337,500
- --------------------------------------------------------------------
265,000 Elantec Semiconductor, Inc.(a) 1,921,250
- --------------------------------------------------------------------
85,000 Electroglas, Inc.(a) 5,971,250
- --------------------------------------------------------------------
14,900 ESS Technology, Inc.(a) 447,000
- --------------------------------------------------------------------
250,000 Exar Corp.(a) 5,937,500
- --------------------------------------------------------------------
270,000 FSI International, Inc.(a) 6,412,500
- --------------------------------------------------------------------
95,000 GaSonics International Corp.(a) 3,135,000
- --------------------------------------------------------------------
220,000 HADCO Corp.(a) 6,160,000
- --------------------------------------------------------------------
</TABLE>
FS-51
<PAGE> 186
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
Semiconductors - (continued)
250,000 Information Storage Devices, Inc.(a) $ 5,437,500
- -------------------------------------------------------------------
600,000 Integrated Device Technology, Inc.(a) 11,400,000
- -------------------------------------------------------------------
150,000 Integrated Process Equipment Corp.(a) 5,568,750
- -------------------------------------------------------------------
175,000 International Rectifier Corp.(a) 7,896,875
- -------------------------------------------------------------------
400,000 Jabil Circuit, Inc.(a) 6,750,000
- -------------------------------------------------------------------
275,000 KEMET Corp.(a) 9,487,500
- -------------------------------------------------------------------
150,000 KLA Instruments Corp.(a) 6,412,500
- -------------------------------------------------------------------
150,000 LAM Research Corp.(a) 9,131,250
- -------------------------------------------------------------------
214,800 Lattice Semiconductor Corp.(a) 8,430,900
- -------------------------------------------------------------------
200,000 Linear Technology Corp. 8,750,000
- -------------------------------------------------------------------
200,000 LSI Logic Corp.(a) 9,425,000
- -------------------------------------------------------------------
81,000 Maxim Integrated Products, Inc.(a) 6,054,750
- -------------------------------------------------------------------
400,000 MEMC Electronic Materials, Inc.(a) 12,800,000
- -------------------------------------------------------------------
142,200 Merix Corp.(a) 5,261,400
- -------------------------------------------------------------------
100,000 Novellus Systems, Inc.(a) 6,887,500
- -------------------------------------------------------------------
350,000 Paradigm Technology, Inc.(a) 7,700,000
- -------------------------------------------------------------------
97,500 Photronics, Inc.(a) 2,876,250
- -------------------------------------------------------------------
125,000 Sanmina Corp.(a) 6,750,000
- -------------------------------------------------------------------
336,400 SCI Systems, Inc.(a) 11,816,050
- -------------------------------------------------------------------
300,000 Sierra Semiconductor Corp.(a) 5,362,500
- -------------------------------------------------------------------
200,000 Silicon Valley Group, Inc.(a) 6,475,000
- -------------------------------------------------------------------
180,200 Tencor Instruments(a) 7,681,025
- -------------------------------------------------------------------
350,000 Tower Semiconductor Ltd.(a) 10,587,500
- -------------------------------------------------------------------
227,200 Triquint Semiconductor, Inc.(a) 5,168,800
- -------------------------------------------------------------------
350,000 Tylan General, Inc.(a) 5,600,000
- -------------------------------------------------------------------
203,200 Ultratech Stepper, Inc.(a) 8,128,000
- -------------------------------------------------------------------
400,000 Vitesse Semiconductor Corp.(a) 4,700,000
- -------------------------------------------------------------------
475,000 VLSI Technology, Inc.(a) 11,162,500
- -------------------------------------------------------------------
200,000 Zilog, Inc.(a) 7,100,000
- -------------------------------------------------------------------
322,048,763
- -------------------------------------------------------------------
</TABLE>
FS-52
<PAGE> 187
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
SHOES & RELATED APPAREL - 0.36%
145,000 Maxwell Shoe Co., Inc. - Class A $ 652,500
- -------------------------------------------------------------------
250,000 Wolverine World Wide, Inc. 7,500,000
- -------------------------------------------------------------------
8,152,500
- -------------------------------------------------------------------
STEEL - 0.13%
34,100 J & L Specialty Steel, Inc. 558,388
- -------------------------------------------------------------------
112,500 Synalloy Corp. 2,306,250
- -------------------------------------------------------------------
2,864,638
- -------------------------------------------------------------------
TELECOMMUNICATIONS - 5.99%
140,000 ADC Telecommunications, Inc.(a) 5,600,000
- -------------------------------------------------------------------
150,000 Allen Group, Inc.(a) 3,675,000
- -------------------------------------------------------------------
200,000 Andrew Corp.(a) 8,450,000
- -------------------------------------------------------------------
225,000 Aspect Telecommunications Corp.(a) 7,734,375
- -------------------------------------------------------------------
406,250 Brightpoint, Inc.(a) 7,718,750
- -------------------------------------------------------------------
57,500 Brite Voice Systems, Inc.(a) 955,938
- -------------------------------------------------------------------
150,000 DSC Communications Corp.(a) 5,550,000
- -------------------------------------------------------------------
450,000 EIS International, Inc.(a) 8,325,000
- -------------------------------------------------------------------
75,000 Glenayre Technologies, Inc.(a) 4,818,750
- -------------------------------------------------------------------
285,000 Inter-Tel, Inc.(a) 4,239,375
- -------------------------------------------------------------------
160,000 LCI International, Inc.(a) 2,880,000
- -------------------------------------------------------------------
150,000 Microdyne Corp.(a) 4,162,500
- -------------------------------------------------------------------
300,000 Nera AS-ADR(a) 10,650,000
- -------------------------------------------------------------------
170,900 Octel Communications Corp.(a) 5,831,962
- -------------------------------------------------------------------
174,300 Periphonics Corp.(a) 4,270,350
- -------------------------------------------------------------------
75,000 Premisys Communications, Inc.(a) 6,712,500
- -------------------------------------------------------------------
150,000 StrataCom, Inc.(a) 9,225,000
- -------------------------------------------------------------------
223,800 Tekelec(a) 3,245,100
- -------------------------------------------------------------------
75,200 Tel-Save Holdings, Inc.(a) 1,043,400
- -------------------------------------------------------------------
100,000 Tellabs, Inc.(a) 3,400,000
- -------------------------------------------------------------------
300,000 Teltrend, Inc.(a) 8,850,000
- -------------------------------------------------------------------
175,000 TESSCO Technologies, Inc.(a) 4,593,750
- -------------------------------------------------------------------
200,000 Transaction Network Services, Inc.(a) 4,700,000
- -------------------------------------------------------------------
200,000 U.S. Long Distance Corp.(a) 2,575,000
- -------------------------------------------------------------------
300,000 VTEL Corp.(a) 5,400,000
- -------------------------------------------------------------------
134,606,750
- -------------------------------------------------------------------
</TABLE>
FS-53
<PAGE> 188
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
TEXTILES - 1.27%
100,000 Cutter & Buck, Inc.(a) $ 650,000
- --------------------------------------------------------------------------
225,000 Nautica Enterprises, Inc.(a) 7,706,250
- --------------------------------------------------------------------------
212,100 Quicksilver, Inc.(a) 6,575,100
- --------------------------------------------------------------------------
125,000 St. John's Knits, Inc. 5,984,375
- --------------------------------------------------------------------------
198,600 Tommy Hilfiger Corp.(a) 7,571,625
- --------------------------------------------------------------------------
28,487,350
- --------------------------------------------------------------------------
TRANSPORTATION - 0.12%
80,000 Fritz Companies, Inc.(a) 2,800,000
- --------------------------------------------------------------------------
Total Common Stocks 1,968,631,064
- --------------------------------------------------------------------------
PRINCIPAL
AMOUNT
U.S. TREASURY SECURITIES - 11.32%
U.S. TREASURY BILLS - 11.14%(b)
$ 68,000,000(e) 5.41%, 01/11/96 67,297,560
- --------------------------------------------------------------------------
185,000,000(e) 5.415%, 01/18/96 182,900,250
- --------------------------------------------------------------------------
250,197,810
- --------------------------------------------------------------------------
U.S. TREASURY NOTES - 0.18%
4,000,000 4.625%, 02/29/96 3,988,640
- --------------------------------------------------------------------------
Total U.S. Treasury Securities 254,186,450
- --------------------------------------------------------------------------
REPURCHASE AGREEMENT - 2.17%(c)
48,714,848 Daiwa Securities America Inc., 5.90%,
11/01/95(d) 48,714,848
- --------------------------------------------------------------------------
TOTAL INVESTMENTS - 101.16% 2,271,532,362
- --------------------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES - (1.16%) (25,978,432)
- --------------------------------------------------------------------------
NET ASSETS - 100.00% $2,245,553,930
==========================================================================
</TABLE>
Abbreviations:
ADR - American Depository Receipts
NOTES TO SCHEDULE OF INVESTMENTS:
(a) Non-income producing security.
(b) U.S. Treasury bills are traded on a discount basis. In such cases the
interest rate shown represents the rate of discount paid or received at the
time of purchase by the Fund.
(c) Collateral on repurchase agreements, including the Fund's pro-rata interest
in joint repurchase agreements, is taken into possession by the Fund upon
entering into the repurchase agreement. The collateral is marked to market
daily to ensure its market value as being 102 percent of the sales price of
the repurchase agreement. The investments in some repurchase agreements are
through participation in joint accounts with other mutual funds managed by
the investment advisor.
(d) Joint repurchase agreement entered into 10/31/95 with a maturing value of
$401,494,601. Collateralized by $353,853,000 U.S. Treasury obligations,
8.375% due 08/15/08.
(e) A portion of the principal balance was pledged as collateral to cover
margin requirements for open futures contracts. See Note 6.
See Notes to Financial Statements.
FS-54
<PAGE> 189
Financials
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1995
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost $1,831,391,083) $2,271,532,362
- ------------------------------------------------------------------
Foreign currencies, at market value (cost $1,871) 1,913
- ------------------------------------------------------------------
Receivables for:
Investments sold 3,491,766
- ------------------------------------------------------------------
Capital stock sold 7,728,042
- ------------------------------------------------------------------
Dividends and interest 153,869
- ------------------------------------------------------------------
Investment for deferred compensation plan 12,996
- ------------------------------------------------------------------
Other assets 163,005
- ------------------------------------------------------------------
Total assets 2,283,083,953
- ------------------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 27,426,798
- ------------------------------------------------------------------
Capital stock reacquired 6,342,346
- ------------------------------------------------------------------
Variation margin 1,282,500
- ------------------------------------------------------------------
Deferred compensation 12,996
- ------------------------------------------------------------------
Accrued advisory fees 1,190,410
- ------------------------------------------------------------------
Accrued administrative services fees 5,770
- ------------------------------------------------------------------
Accrued distribution fees 738,680
- ------------------------------------------------------------------
Accrued directors' fees 1,536
- ------------------------------------------------------------------
Accrued transfer agent fees 300,608
- ------------------------------------------------------------------
Accrued operating expenses 228,379
- ------------------------------------------------------------------
Total liabilities 37,530,023
- ------------------------------------------------------------------
Net assets applicable to shares outstanding $2,245,553,930
==================================================================
CAPITAL STOCK, $.001 PAR VALUE PER SHARE:
Authorized 750,000,000
- ------------------------------------------------------------------
Outstanding 55,963,906
==================================================================
Net asset value and redemption price per share $ 40.13
==================================================================
Offering price per share:
(Net asset value of $40.13/94.50%) $ 42.47
==================================================================
</TABLE>
See Notes to Financial Statements.
FS-55
<PAGE> 190
Financials
STATEMENT OF OPERATIONS
For the year ended October 31, 1995
<TABLE>
<S> <C>
INVESTMENT INCOME:
Interest $ 9,289,821
- ----------------------------------------------------------------------------
Dividends 1,512,937
- ----------------------------------------------------------------------------
Total investment income 10,802,758
- ----------------------------------------------------------------------------
EXPENSES:
Advisory fees 7,763,206
- ----------------------------------------------------------------------------
Custodian fees 142,952
- ----------------------------------------------------------------------------
Directors' fees 13,172
- ----------------------------------------------------------------------------
Distribution fees 3,023,937
- ----------------------------------------------------------------------------
Administrative services fees 71,528
- ----------------------------------------------------------------------------
Transfer agent fees 2,258,078
- ----------------------------------------------------------------------------
Other 637,102
- ----------------------------------------------------------------------------
Total expenses 13,909,975
- ----------------------------------------------------------------------------
Less fees waived by advisor (788,943)
- ----------------------------------------------------------------------------
Net expenses 13,121,032
- ----------------------------------------------------------------------------
Net investment income (loss) (2,318,274)
- ----------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENT SECURITIES,
FUTURES CONTRACTS AND FOREIGN CURRENCIES:
Net realized gain (loss) on sales of:
Investment securities 49,680,708
- ----------------------------------------------------------------------------
Futures contracts 2,612,770
- ----------------------------------------------------------------------------
Foreign currencies (3,040)
- ----------------------------------------------------------------------------
52,290,438
- ----------------------------------------------------------------------------
Unrealized appreciation of:
Investment securities 307,131,729
- ----------------------------------------------------------------------------
Futures contracts 7,624,500
- ----------------------------------------------------------------------------
Foreign currencies 42
- ----------------------------------------------------------------------------
314,756,271
- ----------------------------------------------------------------------------
Net gain on investment securities, futures contracts and for-
eign currencies 367,046,709
- ----------------------------------------------------------------------------
Net increase in net assets resulting from operations $364,728,435
============================================================================
</TABLE>
See Notes to Financial Statements.
FS-56
<PAGE> 191
Financials
STATEMENT OF CHANGES IN NET ASSETS
For the years ended October 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ (2,318,274) $ (1,178,968)
- -------------------------------------------------------------------------------
Net realized gain (loss) on sales of investment
securities, futures contracts and foreign
currencies 52,290,438 (2,796,834)
- -------------------------------------------------------------------------------
Net unrealized appreciation of investment
securities, futures contracts and foreign
currencies 314,756,271 95,272,310
- -------------------------------------------------------------------------------
Net increase in net assets resulting from
operations 364,728,435 91,296,508
- -------------------------------------------------------------------------------
Distributions to shareholders from net realized
gains on investment securities -- (25,209)
- -------------------------------------------------------------------------------
Net increase from capital stock transactions 1,193,587,768 378,710,145
- -------------------------------------------------------------------------------
Net increase in net assets 1,558,316,203 469,981,444
- -------------------------------------------------------------------------------
NET ASSETS:
Beginning of period 687,237,727 217,256,283
- -------------------------------------------------------------------------------
End of period $2,245,553,930 $687,237,727
===============================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $1,748,790,238 $557,508,624
- -------------------------------------------------------------------------------
Undistributed net investment income (loss) (16,714) --
- -------------------------------------------------------------------------------
Undistributed net realized gain (loss) on sales
of investment securities and foreign
currencies 49,014,585 (3,280,447)
- -------------------------------------------------------------------------------
Unrealized appreciation of investment
securities and foreign currencies 447,765,821 133,009,550
- -------------------------------------------------------------------------------
$2,245,553,930 $687,237,727
===============================================================================
</TABLE>
See Notes to Financial Statements.
FS-57
<PAGE> 192
Financials
NOTES TO FINANCIAL STATEMENTS
October 31, 1995
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
AIM Aggressive Growth Fund (the "Fund") is a series portfolio of AIM Equity
Funds, Inc. (the "Company"). The Company is a Maryland corporation registered
under the Investment Company Act of 1940, as amended (the "1940 Act"), as an
open-end series management investment company consisting of four diversified
portfolios: AIM Aggressive Growth Fund, AIM Weingarten Fund, AIM Charter Fund
and AIM Constellation Fund. The Fund has temporarily discontinued public sales
of its shares to new investors. Matters affecting each portfolio or class will
be voted on exclusively by the shareholders of such portfolio or class. The
assets, liabilities and operations of each portfolio are accounted for
separately. Information presented in these financial statements pertains only
to the Fund.
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.
A. Security Valuations -- A security listed or traded on an exchange is valued
at its last sales price on the exchange where the security is principally
traded, or lacking any sales on a particular day, the security is valued at
the mean between the closing bid and asked prices on that day. Each security
traded in the over-the-counter market (but not including securities reported
on the NASDAQ National Market System) is valued at the mean between the last
bid and asked prices based upon quotes furnished by market makers for such
securities. Each security reported on the NASDAQ National Market System is
valued at the last sales price on the valuation date or absent a last sales
price, at the mean of the closing bid and asked prices. Securities for
which market quotations are not readily available are valued at fair value
as determined in good faith by or under the supervision of the Company's
officers in a manner specifically authorized by the Board of Directors of
the Company. Short-term obligations having 60 days or less to maturity are
valued at amortized cost which approximates market value. Generally,
trading in foreign securities is substantially completed each day at various
times prior to the close of the New York Stock Exchange. The values of such
securities used in computing the net asset value of the Fund's shares are
determined as of such times. Foreign currency exchange rates are also
generally determined prior to the close of the New York Stock Exchange.
Occasionally, events affecting the values of such securities and such
exchange rates may occur between the times at which they are determined and
the close of the New York Stock Exchange which will not be reflected in the
computation of the Fund's net asset value. If events materially affecting
the value of such securities occur during such period, then these securities
will be valued at their fair value as determined in good faith by or under
the supervision of the Board of Directors.
B. Securities Transactions, Investment Income and Distributions -- Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the basis of specific identification of the
securities sold. Interest income is recorded as earned from settlement date
and is recorded on the accrual basis. Dividend income and distributions to
shareholders are recorded on the ex-dividend date. On October 31, 1995,
$4,594 was reclassified from undistributed net realized gains to
undistributed net investment income (loss) as a result of differing book/tax
treatments of foreign currency transactions. In addition, $2,306,154 was
reclassified from net investment income (loss) to paid-in capital as a
result of a net operating tax loss. Net assets of the Fund were unaffected
by the reclassifications discussed above.
C. Federal Income Taxes -- The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements.
D. Stock Index Futures Contracts -- The Fund may purchase or sell stock index
futures contracts as a hedge against changes in market conditions. Initial
margin deposits required upon entering into futures contracts are satisfied
by the segregation of specific securities as collateral for the account of
the broker (the Fund's agent in acquiring the futures position). During the
period the futures contracts are open, changes in the value of the contracts
are recognized as unrealized gains or losses by "marking to market" on a
daily basis to reflect the market value of the contracts at the end of each
day's trading. Variation margin payments are made or received depending upon
whether unrealized gains or losses are incurred. When the contracts are
closed, the Fund recognizes a realized gain or loss equal to the difference
between the proceeds from, or cost of, the closing transaction and the
Fund's basis in the contract. Risks include the possibility of an illiquid
market and that a change in the value of contracts may not correlate with
changes in the value of the securities being hedged.
E. Foreign Currency Translations -- Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S.
dollar amounts at date of valuation. Purchases and sales of portfolio
securities and income items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions.
F. Foreign Currency Contracts -- A forward currency contract is an obligation
to purchase or sell a specific currency for an agreed-upon price at a future
date. The Fund may enter into a forward contract for the purchase or sale of
a security denominated in a foreign currency in order to "lock in" the U.S.
dollar price of that security. The Fund could be exposed to risk if
counterparties to the contracts are unable to meet the terms of their
contracts.
FS-58
<PAGE> 193
Financials
NOTE 2 - ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment advisory
agreement, the Fund pays an advisory fee to AIM at the annual rate of 0.80% of
the first $150 million of the Fund's average daily net assets, plus 0.625% of
the Fund's average daily net assets in excess of $150 million. This agreement
requires AIM to reduce its fees or, if necessary, make payments to the Fund to
the extent required to satisfy any expense limitations imposed by the
securities laws or regulations thereunder of any state in which the Fund's
shares are qualified for sale. During the year ended October 31, 1995, AIM
waived fees of $788,943. The master investment advisory agreement was amended
on November 14, 1994 with respect to the Fund. The amendment to the master
investment advisory agreement was approved by the Fund's shareholders at a
special meeting held on November 14, 1994. Of the 12,005,913 shares voted at
the meeting, 8,253,959 shares voted for the amendment, 3,243,846 voted against
the amendment, and 508,108 shares abstained. Under the previous terms, the Fund
paid an advisory fee to AIM at the annual rate of 0.60% of the first $200
million of the Fund's average daily net assets, plus 0.50% of the Fund's
average daily net assets in excess of $200 million to and including $500
million, plus 0.40% of the Fund's average daily net assets in excess of $500
million to and including $1 billion, plus 0.30% of the Fund's average daily net
assets in excess of $1 billion.
The Fund, pursuant to a master administrative services agreement with AIM,
has agreed to reimburse AIM for certain administrative costs incurred in
providing accounting services to the Fund. During the year ended October 31,
1995, AIM was reimbursed $71,528 for such services.
The Fund, pursuant to a transfer agency and service agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") for certain costs incurred in providing
transfer agency services to the Fund. During the year ended October 31, 1995,
AFS was paid $1,198,145 for such services.
The Company has entered into a master distribution agreement with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Fund. The Company has adopted a Plan pursuant to Rule 12b-1 under the 1940 Act
(the "Plan"), whereby the Fund pays AIM Distributors an annual rate of 0.25% of
the Fund's average daily net assets as compensation for services related to the
sales and distribution of the Fund's shares. The Plan provides that payments to
dealers and financial institutions that provide continuing personal shareholder
services to their customers who purchase and own shares of the Fund, in amounts
of up to 0.25% of the average net assets of the Fund attributable to the
customers of such dealers or financial institutions, may be characterized as a
service fee. Any amounts not paid as a service fee under the Plan would
constitute an asset-based sales charge. The Plan also imposes a cap on the
total amount of sales charges, including asset-based sales charges, that may be
paid by the Company with respect to the Fund's shares. During the year ended
October 31, 1995, the Fund paid AIM Distributors $3,023,937 as compensation
under the Plan.
AIM Distributors received commissions of $8,232,597 from sales of shares of
the Fund's capital stock during the year ended October 31, 1995. Such
commissions are not an expense of the Fund. They are deducted from, and are not
included in, the proceeds from sales of capital stock. Certain officers and
directors of the Company are officers and directors of AIM, AFS and AIM
Distributors.
During the year ended October 31, 1995, the Fund paid legal fees of $4,657
for services rendered by Kramer, Levin, Naftalis, Nessen, Kamin & Frankel as
counsel to the Company's directors. A member of that firm is a director of the
Company.
NOTE 3 - AFFILIATED COMPANY TRANSACTIONS
Affiliated issuers, as defined in the 1940 Act, are issuers in which the Fund
held 5% or more of the outstanding voting securities. A summary of transactions
for each issuer who is or was an affiliate at or during the year ended October
31, 1995, were as follows:
<TABLE>
<CAPTION>
SHARE BALANCE REALIZED SHARE BALANCE MARKET VALUE
OCTOBER 31, PURCHASES SALES GAIN DIVIDEND OCTOBER 31, OCTOBER 31,
NAME OF ISSUER: 1994 COST COST (LOSS) INCOME 1995 1995
<S> <C> <C> <C> <C> <C> <C> <C>
Arbor Health Care Co. -0- $7,817,338 $191,250 $(6,250) -0- 390,000 $6,630,000
- --------------------------------------------------------------------------------------------------------
Brightpoint Inc. -0- 6,938,635 -0- -0- -0- 406,250 7,718,750
- --------------------------------------------------------------------------------------------------------
Cannondale Corp. -0- 6,794,126 -0- -0- -0- 400,000 6,400,000
- --------------------------------------------------------------------------------------------------------
Daka International, Inc. -0- 8,952,002 -0- -0- -0- 300,000 9,112,500
- --------------------------------------------------------------------------------------------------------
General Acceptance Corp. -0- 3,547,890 -0- -0- -0- 153,800 4,075,700
- --------------------------------------------------------------------------------------------------------
General Scanning, Inc. -0- 2,932,596 -0- -0- -0- 224,700 2,696,400
- --------------------------------------------------------------------------------------------------------
Paradigm Technology,
Inc. -0- 10,111,543 -0- -0- -0- 350,000 7,700,000
- --------------------------------------------------------------------------------------------------------
Softdesk, Inc. 175,000 2,417,125 -0- -0- -0- 290,000 6,742,500
- --------------------------------------------------------------------------------------------------------
Tylan General, Inc. -0- 3,553,875 -0- -0- -0- 350,000 5,600,000
========================================================================================================
</TABLE>
FS-59
<PAGE> 194
Financials
NOTE 4 - BANK BORROWINGS
The Fund has a $14,900,000 committed line of credit with a financial
institution syndicate with Chemical Bank of New York as the administrative
agent. Interest on borrowings under the line of credit is payable on maturity
or prepayment date. During the period July 20, 1995 (effective date of Credit
Agreement) through October 31, 1995, the Fund did not borrow under the line of
credit agreement. The Fund is charged a commitment fee, payable quarterly, at
the rate of 1/10 of 1% per annum on the unused balance of the Fund's
commitment.
NOTE 5 - INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term
securities) purchased and sold by the Fund during the year ended October 31,
1995 was $1,518,659,088 and $556,317,049, respectively.
The amount of unrealized appreciation (depreciation) of investment securities
as of October 31, 1995, on a tax basis, is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of investment securities $485,803,064
- ---------------------------------------------------------------------------
Aggregate unrealized (depreciation) of investment securities (45,844,209)
- ---------------------------------------------------------------------------
Net unrealized appreciation of investment securities $439,958,855
===========================================================================
</TABLE>
Cost of investments for tax purposes is $1,831,573,507.
NOTE 6 - FUTURES CONTRACTS
On October 31, 1995, $10,003,000 U.S. Treasury bills were pledged as collateral
to cover margin requirements for futures contracts.
Futures contracts outstanding at October 31, 1995:
(Contracts - $500 times index/delivery month/commitment)
<TABLE>
<CAPTION>
UNREALIZED
APPRECIATION
------------
<S> <C>
S&P 500 Index 900 contracts/Dec/buy $7,624,500
=================================================
</TABLE>
NOTE 7 - DIRECTORS' FEES
Directors' fees represent remuneration paid or accrued to each director who is
not an "interested person" of AIM. The Company may invest directors' fees, if
so elected by a director, in mutual fund shares in accordance with a deferred
compensation plan.
NOTE 8 - CAPITAL STOCK
Changes in the Fund's capital stock outstanding during the years ended October
31, 1995 and 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
--------------------------- --------------------------
SHARES AMOUNT SHARES AMOUNT
----------- -------------- ----------- -------------
<S> <C> <C> <C> <C>
Sold 53,971,580 $1,912,251,434 37,245,080 $ 938,440,033
- --------------------------------------------------------------------------------
Issued as reinvestment
of dividends -- -- 759 16,782
- --------------------------------------------------------------------------------
Reacquired (22,228,120) (718,663,666) (22,135,293) (559,746,670)
- --------------------------------------------------------------------------------
31,743,460 $1,193,587,768 15,110,546 $ 378,710,145
================================================================================
</TABLE>
FS-60
<PAGE> 195
Financials
NOTE 9 - FINANCIAL HIGHLIGHTS
Shown below are the condensed financial highlights for a share of the Fund
outstanding during each of the years in the two-year period ended October 31,
1995, the ten month period ended October 31, 1993 and each of the years in the
seven-year period ended December 31, 1992.
<TABLE>
<CAPTION>
OCTOBER 31,
-----------------------------------
1995 1994 1993
---------- -------- --------
<S> <C> <C> <C>
Net asset value,
beginning of period $ 28.37 $ 23.85 $ 18.52
- ----------------------- ---------- -------- --------
Income from investment
operations:
Net investment income
(loss) (0.04) (0.05) (0.02)
- ----------------------- ---------- -------- --------
Net gains (losses) on
securities
(both realized and
unrealized) 11.80 4.57 5.35
- ----------------------- ---------- -------- --------
Total from investment
operations 11.76 4.52 5.33
- ----------------------- ---------- -------- --------
Less distributions:
Dividends from net
investment income -- -- --
- ----------------------- ---------- -------- --------
Distributions from
capital gains -- -- --
- ----------------------- ---------- -------- --------
Total distributions -- -- --
- ----------------------- ---------- -------- --------
Net asset value, end of
period $ 40.13 $ 28.37 $ 23.85
======================= ========== ======== ========
Total return(b) 41.45% 18.96% 28.78%
======================= ========== ======== ========
Ratios/supplemental
data:
Net assets, end of
period (000s omitted) $2,245,554 $687,238 $217,256
======================= ========== ======== ========
Ratio of expenses to
average net assets(c) 1.08%(e) 1.07% 1.00%(f)
======================= ========== ======== ========
Ratio of net investment
income (loss) to
average net assets(d) (0.19)%(e) (0.26)% (0.24)%(f)
======================= ========== ======== ========
Portfolio turnover rate 52% 75% 61%
======================= ========== ======== ========
<CAPTION>
DECEMBER 31,
-----------------------------------------------------------------
1992(a) 1991 1990 1989 1988 1987 1986
--------- --------- -------- -------- -------- --------- --------
<S> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $ 16.06 $ 11.85 $13.30 $ 11.07 $ 9.86 $ 12.10 $ 12.61
- ------------------------- --------- --------- -------- -------- -------- --------- --------
Income from investment
operations:
Net investment income
(loss) (0.03) (0.04) 0.08 0.03 0.05 -- 0.01
- ------------------------- --------- --------- -------- -------- -------- --------- --------
Net gains (losses) on
securities
(both realized and
unrealized) 3.41 7.29 (0.95) 2.28 1.21 (1.38) 0.05
- ------------------------- --------- --------- -------- -------- -------- --------- --------
Total from investment
operations 3.38 7.25 (0.87) 2.31 1.26 (1.38) 0.06
- ------------------------- --------- --------- -------- -------- -------- --------- --------
Less distributions:
Dividends from net
investment income -- -- (0.09) (0.03) (0.05) -- (0.08)
- ------------------------- --------- --------- -------- -------- -------- --------- --------
Distributions from
capital gains (0.92) (3.04) (0.49) (0.05) -- (0.86) (0.49)
- ------------------------- --------- --------- -------- -------- -------- --------- --------
Total distributions (0.92) (3.04) (0.58) (0.08) (0.05) (0.86) (0.57)
- ------------------------- --------- --------- -------- -------- -------- --------- --------
Net asset value, end of
period $ 18.52 $ 16.06 $11.85 $ 13.30 $ 11.07 $ 9.86 $ 12.10
========================= ========= ========= ======== ======== ======== ========= ========
Total return(b) 21.34% 63.90% (6.50)% 20.89% 12.77% (11.52)% 0.37%
========================= ========= ========= ======== ======== ======== ========= ========
Ratios/supplemental
data:
Net assets, end of
period (000s omitted) $38,238 $16,218 $9,234 $11,712 $12,793 $13,991 $18,547
========================= ========= ========= ======== ======== ======== ========= ========
Ratio of expenses to
average net assets(c) 1.25% 1.25% 1.25% 1.25% 1.22% 1.20% 1.19%
========================= ========= ========= ======== ======== ======== ========= ========
Ratio of net investment
income (loss) to
average net assets(d) (0.59)% (0.31)% 0.62% 0.24% 0.38% 0.01% 0.11%
========================= ========= ========= ======== ======== ======== ========= ========
Portfolio turnover rate 164% 165% 137% 69% 56% 118% 106%
========================= ========= ========= ======== ======== ======== ========= ========
</TABLE>
(a) The Fund changed investment advisors on June 30, 1992.
(b) Does not deduct sales charges and for periods less than one year, total
returns are not annualized.
(c) Ratios of expenses to average net assets prior to reduction of advisory
fees and expense reimbursements were 1.15%, 1.09%, 1.17% (annualized),
1.65%, 1.83%, 1.99%, 1.80%, 1.56%, 1.29% and 1.32% for 1995-86,
respectively.
(d) Ratios of net investment income (loss) to average net assets prior to
reduction of advisory fees and expense reimbursements were (0.26)%,
(0.28)%, (0.41)% (annualized), (0.99)%, (0.89)%, (0.11)%, (0.31)%, 0.04%,
(0.08)% and (0.02)%, for 1995-86, respectively.
(e) Ratios are based on average net assets of $1,209,574,872.
(f) Annualized.
FS-61
<PAGE> 196
INDEPENDENT AUDITORS' REPORT
To the Shareholders and Board of Directors
AIM Constellation Fund:
We have audited the accompanying statement of assets and liabilities of the AIM
Constellation Fund (a portfolio of AIM Equity Funds, Inc.), including the
schedule of investments, as of October 31, 1995, and the related statement of
operations for the year then ended, the statement of changes in net assets for
each of the years in the two-year period then ended, and the financial
highlights for each of the years in the seven-year period then ended, the ten
months ended October 31, 1988, and the year ended December 31, 1987. These
financial statements and financial highlights are the responsibility of the
Fund's management. Our responsibility is to express an opinion on these
financial statements and financial highlights based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements and financial
highlights are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. Our procedures included confirmation of securities owned as of
October 31, 1995, by correspondence with the custodian and brokers. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements and financial highlights referred to
above present fairly, in all material respects, the financial position of AIM
Constellation Fund as of October 31, 1995, and the results of its operations
for the year then ended, the changes in its net assets for each of the years in
the two-year period then ended, and the financial highlights for each of the
years in the seven-year period then ended, the ten months ended October 31,
1988, and the year ended December 31, 1987, in conformity with generally
accepted accounting principles.
KPMG Peat Marwick LLP
Houston, Texas
December 8, 1995
FS-62
<PAGE> 197
Financials
SCHEDULE OF INVESTMENTS
October 31, 1995
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
DOMESTIC COMMON STOCKS-87.10%
ADVERTISING/BROADCASTING-0.35%
228,200 Belo (A.H.) Corp. $ 7,901,425
- --------------------------------------------------------------------
525,000 Infinity Broadcasting Corp.-Class A(a) 17,062,500
- --------------------------------------------------------------------
24,963,925
- --------------------------------------------------------------------
AUTOMOBILE/TRUCKS PARTS & TIRES-0.37%
400,000 Echlin Inc. 14,300,000
- --------------------------------------------------------------------
625,000 Mark IV Industries, Inc. 12,187,500
- --------------------------------------------------------------------
26,487,500
- --------------------------------------------------------------------
BEVERAGES-0.50%
750,000 Canandaigua Wine Co., Inc.-Class A(a) 36,000,000
- --------------------------------------------------------------------
BIOTECHNOLOGY-0.13%
102,400 Chiron Corp.(a) 9,318,400
- --------------------------------------------------------------------
BUILDING MATERIALS-0.11%
241,500 Black & Decker Corp. 8,180,812
- --------------------------------------------------------------------
BUSINESS SERVICES-1.73%
194,800 Equifax, Inc. 7,597,200
- --------------------------------------------------------------------
806,500 Healthcare COMPARE Corp.(a) 29,840,500
- --------------------------------------------------------------------
100,000 Interim Services Inc.(a) 2,975,000
- --------------------------------------------------------------------
1,300,000 Manpower Inc. 35,262,500
- --------------------------------------------------------------------
700,000 Olsten Corp. 26,950,000
- --------------------------------------------------------------------
900,691 Value Health, Inc.(a) 20,603,307
- --------------------------------------------------------------------
123,228,507
- --------------------------------------------------------------------
CHEMICALS (SPECIALTY)-0.35%
928,700 Airgas Inc.(a) 24,726,637
- --------------------------------------------------------------------
COMPUTER MINI/PCS-2.95%
1,050,000 COMPAQ Computer Corp.(a) 58,537,500
- --------------------------------------------------------------------
2,000,000 Dell Computer Corp.(a) 93,250,000
- --------------------------------------------------------------------
750,000 Sun Microsystems, Inc.(a) 58,500,000
- --------------------------------------------------------------------
210,287,500
- --------------------------------------------------------------------
COMPUTER NETWORKING-5.77%
500,000 ALANTEC Corp.(a) 17,875,000
- --------------------------------------------------------------------
200,000 Ascend Communications, Inc.(a) 13,000,000
- --------------------------------------------------------------------
</TABLE>
FS-63
<PAGE> 198
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
Computer Networking-(continued)
1,000,000 Bay Networks, Inc.(a) $ 66,250,000
- ---------------------------------------------------------------------
550,000 Cabletron Systems, Inc.(a) 43,243,750
- ---------------------------------------------------------------------
900,000 Cheyenne Software, Inc.(a) 18,787,500
- ---------------------------------------------------------------------
500,000 CIDCO, Inc.(a) 14,812,500
- ---------------------------------------------------------------------
1,200,000 Cisco Systems, Inc.(a) 93,000,000
- ---------------------------------------------------------------------
812,800 FORE Systems, Inc.(a) 43,078,400
- ---------------------------------------------------------------------
500,000 Network Equipment Technologies, Inc.(a) 16,312,500
- ---------------------------------------------------------------------
336,800 Optical Data Systems, Inc.(a) 10,061,900
- ---------------------------------------------------------------------
1,600,000 3Com Corp.(a) 75,200,000
- ---------------------------------------------------------------------
411,621,550
- ---------------------------------------------------------------------
COMPUTER PERIPHERALS-4.77%
800,000 Adaptec Inc.(a) 35,600,000
- ---------------------------------------------------------------------
1,125,000 Alliance Semiconductor Corp.(a) 34,593,750
- ---------------------------------------------------------------------
615,500 Cerner, Inc.(a) 16,310,750
- ---------------------------------------------------------------------
600,000 Digi International, Inc.(a) 16,050,000
- ---------------------------------------------------------------------
200,000 Filenet Corp.(a) 9,075,000
- ---------------------------------------------------------------------
257,200 Komag, Inc.(a) 14,660,400
- ---------------------------------------------------------------------
800,000 Microchip Technology, Inc.(a) 31,750,000
- ---------------------------------------------------------------------
400,000 Oak Technology, Inc.(a) 21,900,000
- ---------------------------------------------------------------------
1,604,600 Oracle Systems Corp.(a) 70,000,675
- ---------------------------------------------------------------------
500,000 Read-Rite Corp.(a) 17,437,500
- ---------------------------------------------------------------------
600,000 Seagate Technology Inc.(a) 26,850,000
- ---------------------------------------------------------------------
500,000 U.S. Robotics Corp.(a) 46,250,000
- ---------------------------------------------------------------------
340,478,075
- ---------------------------------------------------------------------
COMPUTER SOFTWARE/SERVICES-10.80%
1,025,000 Acclaim Entertainment, Inc.(a) 24,215,625
- ---------------------------------------------------------------------
505,900 Adobe Systems, Inc. 28,836,300
- ---------------------------------------------------------------------
1,000,000 BMC Software, Inc.(a) 35,625,000
- ---------------------------------------------------------------------
500,000 Broderbund Software, Inc.(a) 34,687,500
- ---------------------------------------------------------------------
1,125,000 Cadence Design Systems, Inc.(a) 36,281,250
- ---------------------------------------------------------------------
879,300 Ceridian Corp.(a) 38,249,550
- ---------------------------------------------------------------------
1,500,000 Computer Associates International, Inc. 82,500,000
- ---------------------------------------------------------------------
2,000,000 Computervision Corp.(a) 23,500,000
- ---------------------------------------------------------------------
550,000 Electronic Arts, Inc.(a) 20,143,750
- ---------------------------------------------------------------------
418,000 Fiserv, Inc.(a) 10,763,500
- ---------------------------------------------------------------------
741,200 FTP Software, Inc.(a) 20,012,400
- ---------------------------------------------------------------------
</TABLE>
FS-64
<PAGE> 199
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
Computer Software/Services-(continued)
600,000 HBO & Co. $ 42,450,000
- -----------------------------------------------------------------------
200,000 Hyperion Software Corp.(a) 9,850,000
- -----------------------------------------------------------------------
1,200,000 Informix Corp.(a) 34,950,000
- -----------------------------------------------------------------------
300,000 Microsoft Corp.(a) 30,000,000
- -----------------------------------------------------------------------
642,900 Network General Corp.(a) 26,680,350
- -----------------------------------------------------------------------
700,000 PairGain Technologies, Inc.(a) 29,925,000
- -----------------------------------------------------------------------
800,000 Parametric Technology Corp.(a) 53,500,000
- -----------------------------------------------------------------------
300,000 Platinum Technology, Inc.(a) 5,475,000
- -----------------------------------------------------------------------
600,000 Policy Management Systems Corp.(a) 28,275,000
- -----------------------------------------------------------------------
500,000 Rational Software Corp.(a) 7,812,500
- -----------------------------------------------------------------------
737,300 SoftKey International Inc.(a) 23,224,950
- -----------------------------------------------------------------------
500,000 Sterling Software, Inc.(a) 23,062,500
- -----------------------------------------------------------------------
600,000 Sybase, Inc.(a) 23,550,000
- -----------------------------------------------------------------------
1,000,000 Symantec Corp.(a) 24,312,500
- -----------------------------------------------------------------------
1,415,700 Synopsys, Inc.(a) 53,088,750
- -----------------------------------------------------------------------
770,971,425
- -----------------------------------------------------------------------
CONGLOMERATES-0.18%
205,991 Tyco International Ltd. 12,513,953
- -----------------------------------------------------------------------
CONSUMER NON-DURABLES-0.16%
252,000 Department 56, Inc.(a) 11,434,500
- -----------------------------------------------------------------------
COSMETICS & TOILETRIES-0.47%
1,360,000 General Nutrition, Inc.(a) 33,830,000
- -----------------------------------------------------------------------
ELECTRONIC COMPONENTS/MISCELLANEOUS-2.46%
200,000 Ametek, Inc. 3,525,000
- -----------------------------------------------------------------------
600,000 Amphenol Corp.(a) 12,975,000
- -----------------------------------------------------------------------
146,200 AVX Corp. 4,550,475
- -----------------------------------------------------------------------
300,000 Methode Electronics, Inc. 6,900,000
- -----------------------------------------------------------------------
156,250 Molex, Inc. 5,156,250
- -----------------------------------------------------------------------
234,375 Molex, Inc.-Class A 7,207,031
- -----------------------------------------------------------------------
187,500 Parker-Hannifin Corp. 6,328,125
- -----------------------------------------------------------------------
300,000 Recoton Corp.(a) 6,675,000
- -----------------------------------------------------------------------
750,000 Symbol Technologies, Inc.(a) 26,156,250
- -----------------------------------------------------------------------
400,000 Tektronix, Inc. 23,700,000
- -----------------------------------------------------------------------
2,177,800 Teradyne, Inc.(a) 72,684,075
- -----------------------------------------------------------------------
175,857,206
- -----------------------------------------------------------------------
</TABLE>
FS-65
<PAGE> 200
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
ELECTRONIC/PC DISTRIBUTORS-0.89%
650,000 Arrow Electronics, Inc.(a) $ 32,987,500
- --------------------------------------------------------------------
600,000 Avnet, Inc. 30,225,000
- --------------------------------------------------------------------
63,212,500
- --------------------------------------------------------------------
FINANCE (CONSUMER CREDIT)-3.83%
500,000 ADVANTA Corp.-Class A 19,375,000
- --------------------------------------------------------------------
500,000 ADVANTA Corp.-Class B 17,875,000
- --------------------------------------------------------------------
1,100,000 Credit Acceptance Corp.(a) 25,850,000
- --------------------------------------------------------------------
650,000 First USA, Inc. 29,900,000
- --------------------------------------------------------------------
1,300,000 Green Tree Financial Corp. 34,612,500
- --------------------------------------------------------------------
1,600,000 MBNA Corp. 59,000,000
- --------------------------------------------------------------------
1,220,800 Medaphis Corp.(a) 38,760,400
- --------------------------------------------------------------------
2,500,000 Mercury Finance Co. 48,125,000
- --------------------------------------------------------------------
273,497,900
- --------------------------------------------------------------------
FUNERAL SERVICES-1.46%
814,100 Loewen Group, Inc. 32,602,181
- --------------------------------------------------------------------
1,366,400 Service Corp. International 54,826,800
- --------------------------------------------------------------------
500,000 Stewart Enterprises, Inc.-Class A 16,875,000
- --------------------------------------------------------------------
104,303,981
- --------------------------------------------------------------------
GAMING-0.69%
1,000,000 Mirage Resorts, Inc.(a) 32,750,000
- --------------------------------------------------------------------
750,000 Players International, Inc.(a) 8,062,500
- --------------------------------------------------------------------
476,200 Trump Hotels & Casino Resorts, Inc.(a) 8,095,400
- --------------------------------------------------------------------
48,907,900
- --------------------------------------------------------------------
HOME BUILDING-0.34%
750,000 Clayton Homes, Inc. 19,687,500
- --------------------------------------------------------------------
125,000 Oakwood Homes Corp. 4,687,500
- --------------------------------------------------------------------
24,375,000
- --------------------------------------------------------------------
HOTELS/MOTELS-0.88%
145,900 Doubletree Corp.(a) 3,209,800
- --------------------------------------------------------------------
600,000 Hospitality Franchise Systems, Inc.(a) 36,750,000
- --------------------------------------------------------------------
750,000 La Quinta Inns, Inc. 19,312,500
- --------------------------------------------------------------------
162,500 Promus Companies Inc.(a) 3,575,000
- --------------------------------------------------------------------
62,847,300
- --------------------------------------------------------------------
</TABLE>
FS-66
<PAGE> 201
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
INSURANCE (LIFE & HEALTH)-0.07%
150,000 Equitable of Iowa Companies $ 5,250,000
- ------------------------------------------------------------------
LEISURE & RECREATION-0.46%
429,300 Avid Technology, Inc.(a) 18,781,875
- ------------------------------------------------------------------
500,000 Mattel, Inc. 14,375,000
- ------------------------------------------------------------------
33,156,875
- ------------------------------------------------------------------
MACHINE TOOLS-0.17%
400,000 Kennametal Inc. 12,450,000
- ------------------------------------------------------------------
MACHINERY (HEAVY)-0.08%
131,000 AGCO Corp. 5,862,250
- ------------------------------------------------------------------
MACHINERY (MISCELLANEOUS)-0.39%
600,000 Thermo Electron Corp.(a) 27,600,000
- ------------------------------------------------------------------
MEDICAL (DRUGS)-1.28%
1,000,000 Cardinal Health, Inc. 51,375,000
- ------------------------------------------------------------------
125,800 Forest Laboratories, Inc.(a) 5,204,975
- ------------------------------------------------------------------
1,000,000 Mylan Laboratories, Inc. 19,000,000
- ------------------------------------------------------------------
350,000 Watson Pharmaceuticals, Inc.(a) 15,662,500
- ------------------------------------------------------------------
91,242,475
- ------------------------------------------------------------------
MEDICAL (INSTRUMENTS/PRODUCTS)-3.00%
1,000,000 Biomet, Inc.(a) 16,625,000
- ------------------------------------------------------------------
910,400 Boston Scientific Corp.(a) 38,350,600
- ------------------------------------------------------------------
300,000 Cordis Corp.(a) 33,150,000
- ------------------------------------------------------------------
154,300 Heart Technology, Inc.(a) 4,397,550
- ------------------------------------------------------------------
500,800 Idexx Laboratories, Inc.(a) 20,407,600
- ------------------------------------------------------------------
689,000 Invacare Corp. 17,397,250
- ------------------------------------------------------------------
400,000 Medtronic Inc. 23,100,000
- ------------------------------------------------------------------
500,000 Nellcor, Inc.(a) 28,750,000
- ------------------------------------------------------------------
515,800 St. Jude Medical Inc.(a) 27,466,350
- ------------------------------------------------------------------
100,000 Stryker Corp. 4,512,500
- ------------------------------------------------------------------
214,156,850
- ------------------------------------------------------------------
MEDICAL (PATIENT SERVICES)-10.04%
400,000 American Medical Response, Inc.(a) 11,550,000
- ------------------------------------------------------------------
1,750,000 Apria Healthcare Group, Inc.(a) 37,843,750
- ------------------------------------------------------------------
1,128,000 Columbia/HCA Healthcare Corp. 55,413,000
- ------------------------------------------------------------------
900,000 Community Health Systems, Inc.(a) 28,575,000
- ------------------------------------------------------------------
</TABLE>
FS-67
<PAGE> 202
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
Medical (Patient Services)-(continued)
500,000 Foundation Health Corp.(a) $ 21,187,500
- ---------------------------------------------------------------------------
700,000 Genesis Health Ventures, Inc.(a) 20,212,500
- ---------------------------------------------------------------------------
1,500,000 Health Care and Retirement Corp.(a) 44,062,500
- ---------------------------------------------------------------------------
1,792,125 Health Management Associates, Inc.-Class A(a) 38,530,688
- ---------------------------------------------------------------------------
732,600 Healthsource, Inc.(a) 38,827,800
- ---------------------------------------------------------------------------
2,500,000 Healthsouth Corp.(a) 65,312,500
- ---------------------------------------------------------------------------
1,250,000 Horizon Healthcare Corp.(a) 25,312,500
- ---------------------------------------------------------------------------
1,000,000 Integrated Health Services, Inc.(a) 22,875,000
- ---------------------------------------------------------------------------
1,300,000 Lincare Holdings Inc.(a) 32,337,500
- ---------------------------------------------------------------------------
600,000 Living Centers of America, Inc.(a) 15,525,000
- ---------------------------------------------------------------------------
1,250,000 Manor Care, Inc. 40,937,500
- ---------------------------------------------------------------------------
600,000 Omnicare Inc. 21,750,000
- ---------------------------------------------------------------------------
1,250,000 OrNda HealthCorp(a) 22,031,250
- ---------------------------------------------------------------------------
600,000 Oxford Health Plans, Inc.(a) 46,950,000
- ---------------------------------------------------------------------------
150,000 Pacificare Health Systems, Inc.-Class A(a) 10,575,000
- ---------------------------------------------------------------------------
150,000 Pacificare Health Systems, Inc.-Class B(a) 10,912,500
- ---------------------------------------------------------------------------
350,000 PhyCor, Inc.(a) 12,862,500
- ---------------------------------------------------------------------------
600,000 Quorum Health Group Inc.(a) 12,862,500
- ---------------------------------------------------------------------------
900,000 Sybron International Corp. 38,250,000
- ---------------------------------------------------------------------------
434,000 Theratx Inc.(a) 4,882,500
- ---------------------------------------------------------------------------
1,350,000 Vencor, Inc.(a) 37,462,500
- ---------------------------------------------------------------------------
717,041,488
- ---------------------------------------------------------------------------
OFFICE PRODUCTS-0.45%
300,000 Avery Dennison Corp. 13,425,000
- ---------------------------------------------------------------------------
517,100 Reynolds & Reynolds Co.-Class A 18,421,688
- ---------------------------------------------------------------------------
31,846,688
- ---------------------------------------------------------------------------
OIL EQUIPMENT & SUPPLIES-0.09%
400,000 Smith International, Inc.(a) 6,400,000
- ---------------------------------------------------------------------------
PAPER & FOREST PRODUCTS-0.19%
250,000 Champion International Corp. 13,375,000
- ---------------------------------------------------------------------------
POLLUTION CONTROL-0.33%
225,000 Asyst Technologies, Inc.(a) 9,450,000
- ---------------------------------------------------------------------------
658,000 USA Waste Services, Inc.(a) 13,818,000
- ---------------------------------------------------------------------------
23,268,000
- ---------------------------------------------------------------------------
PUBLISHING-0.10%
187,900 Harcourt General, Inc. 7,445,538
- ---------------------------------------------------------------------------
</TABLE>
FS-68
<PAGE> 203
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
RESTAURANTS-0.74%
312,100 Applebee's International, Inc. $ 8,777,813
- ---------------------------------------------------------------------
850,000 Cracker Barrel Old Country Store, Inc. 14,450,000
- ---------------------------------------------------------------------
400,000 Morrison Restaurants Inc. 6,250,000
- ---------------------------------------------------------------------
750,000 Outback Steakhouse, Inc.(a) 23,531,250
- ---------------------------------------------------------------------
53,009,063
- ---------------------------------------------------------------------
RETAIL (FOOD & DRUG)-1.46%
300,000 Casey's General Stores, Inc. 6,900,000
- ---------------------------------------------------------------------
652,500 Eckerd Corp.(a) 25,855,313
- ---------------------------------------------------------------------
1,000,000 Kroger Co.(a) 33,375,000
- ---------------------------------------------------------------------
800,000 Safeway, Inc.(a) 37,800,000
- ---------------------------------------------------------------------
103,930,313
- ---------------------------------------------------------------------
RETAIL (STORES)-7.35%
696,500 AutoZone, Inc.(a) 17,238,375
- ---------------------------------------------------------------------
410,100 Baby Superstore, Inc.(a) 19,377,225
- ---------------------------------------------------------------------
1,000,000 Bed Bath & Beyond, Inc.(a) 31,250,000
- ---------------------------------------------------------------------
18,900 CDW Computer Centers, Inc.(a) 916,650
- ---------------------------------------------------------------------
625,000 Circuit City Stores, Inc. 20,859,375
- ---------------------------------------------------------------------
1,000,000 Consolidated Stores Corp.(a) 23,125,000
- ---------------------------------------------------------------------
572,200 Corporate Express, Inc.(a) 14,948,725
- ---------------------------------------------------------------------
1,399,975 Dollar General Corp. 34,299,387
- ---------------------------------------------------------------------
500,000 Gap, Inc. 19,687,500
- ---------------------------------------------------------------------
900,000 Gymboree Corp.(a) 20,362,500
- ---------------------------------------------------------------------
800,200 Heilig-Meyers Co. 14,703,675
- ---------------------------------------------------------------------
558,000 Kohl's Corp.(a) 25,319,250
- ---------------------------------------------------------------------
400,000 MacFrugals Bargains Close-Outs, Inc.(a) 4,750,000
- ---------------------------------------------------------------------
600,100 Men's Wearhouse, Inc. (The)(a) 23,403,900
- ---------------------------------------------------------------------
837,900 Micro Warehouse Inc.(a) 37,286,550
- ---------------------------------------------------------------------
1,006,450 Office Depot, Inc.(a) 28,809,630
- ---------------------------------------------------------------------
150,000 Petco Animal Supplies, Inc.(a) 4,200,000
- ---------------------------------------------------------------------
153,900 PetSmart, Inc.(a) 5,155,650
- ---------------------------------------------------------------------
1,000,000 Sports Authority, Inc. (The)(a) 21,750,000
- ---------------------------------------------------------------------
1,850,000 Staples Inc.(a) 49,256,250
- ---------------------------------------------------------------------
750,000 Sunglass Hut International, Inc.(a) 20,437,500
- ---------------------------------------------------------------------
800,000 Talbots, Inc. 19,400,000
- ---------------------------------------------------------------------
255,700 Tandy Corp. 12,625,188
- ---------------------------------------------------------------------
1,246,300 Viking Office Products, Inc.(a) 55,460,350
- ---------------------------------------------------------------------
524,622,680
- ---------------------------------------------------------------------
</TABLE>
FS-69
<PAGE> 204
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C>
SCIENTIFIC INSTRUMENTS-0.82%
780,000 Millipore Corp. $ 27,592,500
- ----------------------------------------------------------------
600,000 Varian Associates, Inc. 30,825,000
- ----------------------------------------------------------------
58,417,500
- ----------------------------------------------------------------
SEMICONDUCTORS-16.86%
1,200,000 Altera Corp.(a) 72,600,000
- ----------------------------------------------------------------
1,325,000 Analog Devices, Inc.(a) 47,865,625
- ----------------------------------------------------------------
1,800,000 Applied Materials, Inc.(a) 90,225,000
- ----------------------------------------------------------------
2,200,000 Atmel Corp.(a) 68,750,000
- ----------------------------------------------------------------
800,000 Cirrus Logic Corp.(a) 33,700,000
- ----------------------------------------------------------------
501,450 Credence Systems Corp.(a) 18,741,694
- ----------------------------------------------------------------
1,000,000 Cypress Semiconductor Corp.(a) 35,250,000
- ----------------------------------------------------------------
300,000 Electroglas, Inc.(a) 21,075,000
- ----------------------------------------------------------------
150,000 Gasonics International Corp.(a) 4,950,000
- ----------------------------------------------------------------
2,500,000 Integrated Device Technology, Inc. 47,500,000
- ----------------------------------------------------------------
400,000 Intel Corp. 27,950,000
- ----------------------------------------------------------------
967,000 International Rectifier Corp.(a) 43,635,875
- ----------------------------------------------------------------
800,000 KLA Instruments Corp.(a) 34,200,000
- ----------------------------------------------------------------
850,000 LAM Research Corp.(a) 51,743,750
- ----------------------------------------------------------------
580,700 Lattice Semiconductor Corp.(a) 22,792,475
- ----------------------------------------------------------------
1,000,000 Linear Technology Corp. 43,750,000
- ----------------------------------------------------------------
1,700,000 LSI Logic Corp.(a) 80,112,500
- ----------------------------------------------------------------
313,800 Maxim Integrated Products, Inc.(a) 23,456,550
- ----------------------------------------------------------------
1,000,000 MEMC Electronic Materials, Inc.(a) 32,000,000
- ----------------------------------------------------------------
1,150,000 Micron Technology, Inc. 81,218,750
- ----------------------------------------------------------------
558,900 Novellus Systems, Inc.(a) 38,494,238
- ----------------------------------------------------------------
409,000 SCI Systems, Inc.(a) 14,366,125
- ----------------------------------------------------------------
600,000 Sierra Semiconductor Corp.(a) 10,725,000
- ----------------------------------------------------------------
400,000 Silicon Valley Group, Inc.(a) 12,950,000
- ----------------------------------------------------------------
1,000,000 Solectron Corp.(a) 40,250,000
- ----------------------------------------------------------------
333,400 Tencor Instruments(a) 14,211,175
- ----------------------------------------------------------------
770,000 Texas Instruments Inc. 52,552,500
- ----------------------------------------------------------------
32,200 Ultratech Stepper, Inc.(a) 1,288,000
- ----------------------------------------------------------------
430,000 Vishay Intertechnology, Inc.(a) 15,157,500
- ----------------------------------------------------------------
1,500,000 VLSI Technology, Inc.(a) 35,250,000
- ----------------------------------------------------------------
1,500,000 Xilinx, Inc.(a) 69,000,000
- ----------------------------------------------------------------
500,000 Zilog, Inc.(a) 17,750,000
- ----------------------------------------------------------------
1,203,511,757
- ----------------------------------------------------------------
</TABLE>
FS-70
<PAGE> 205
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
SHOES & RELATED APPAREL-0.44%
500,000 Nine West Group, Inc.(a) $ 22,250,000
- -----------------------------------------------------------------
300,000 Wolverine World Wide, Inc. 9,000,000
- -----------------------------------------------------------------
31,250,000
- -----------------------------------------------------------------
TELECOMMUNICATIONS-3.00%
400,000 ADC Telecommunications, Inc.(a) 16,000,000
- -----------------------------------------------------------------
450,000 Allen Group Inc. 11,025,000
- -----------------------------------------------------------------
500,000 Andrew Corp.(a) 21,125,000
- -----------------------------------------------------------------
700,000 Aspect Telecommunications Corp.(a) 24,062,500
- -----------------------------------------------------------------
425,000 DSC Communications Corp.(a) 15,725,000
- -----------------------------------------------------------------
250,000 Glenayre Technologies, Inc.(a) 16,062,500
- -----------------------------------------------------------------
512,600 Octel Communications Corp.(a) 17,492,475
- -----------------------------------------------------------------
600,000 Scientific-Atlanta, Inc. 7,425,000
- -----------------------------------------------------------------
350,000 StrataCom, Inc.(a) 21,525,000
- -----------------------------------------------------------------
249,100 Tekelec(a) 3,611,950
- -----------------------------------------------------------------
750,000 Tellabs, Inc.(a) 25,500,000
- -----------------------------------------------------------------
112,500 TransPro, Inc. 1,237,500
- -----------------------------------------------------------------
400,000 U.S. Long Distance Corp.(a) 5,150,000
- -----------------------------------------------------------------
875,000 WorldCom, Inc.(a) 28,546,875
- -----------------------------------------------------------------
214,488,800
- -----------------------------------------------------------------
TELEPHONE-0.02%
55,700 Century Telephone Enterprises, Inc. 1,615,300
- -----------------------------------------------------------------
TEXTILES-0.47%
600,000 Nautica Enterprises, Inc.(a) 20,550,000
- -----------------------------------------------------------------
348,700 Tommy Hilfiger Corp.(a) 13,294,188
- -----------------------------------------------------------------
33,844,188
- -----------------------------------------------------------------
TRUCKING-0.10%
391,800 TNT Freightways Corp. 7,052,400
- -----------------------------------------------------------------
Total Domestic Common Stocks 6,217,881,736
- -----------------------------------------------------------------
</TABLE>
FS-71
<PAGE> 206
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
FOREIGN STOCKS & OTHER EQUITY INTERESTS-4.14%
AUSTRALIA-0.09%
480,832 Broken Hill Proprietary Co. Ltd. (Conglomerates) $ 6,512,182
- -------------------------------------------------------------------------------
CANADA-0.22%
900,000 Corel Corp. (Computer Software/Services)(a) 15,412,500
- -------------------------------------------------------------------------------
FINLAND-0.25%
23,170 Nokia Corp. (Telecommunications) 1,325,527
- -------------------------------------------------------------------------------
300,000 Nokia Corp.-ADR (Telecommunications) 16,725,000
- -------------------------------------------------------------------------------
18,050,527
- -------------------------------------------------------------------------------
FRANCE-0.23%
20,000 LVMH Moet Hennessy Louis Vuitton (Beverages-
Alcoholic) 3,979,469
- -------------------------------------------------------------------------------
50,580 Roussel-Uclaf (Medical-Drugs) 8,295,364
- -------------------------------------------------------------------------------
12,650 Sidel S.A. (Machinery-Miscellaneous) 4,392,487
- -------------------------------------------------------------------------------
16,667,320
- -------------------------------------------------------------------------------
GERMANY-0.06%
13,000 Mannesmann A.G. (Machinery-Miscellaneous) 4,278,834
- -------------------------------------------------------------------------------
HONG KONG-0.15%
1,000,000 Hutchison Whampoa Ltd. (Conglomerates) 5,509,655
- -------------------------------------------------------------------------------
628,000 Sun Hung Kai Properties Ltd. (Real Estate) 5,015,585
- -------------------------------------------------------------------------------
10,525,240
- -------------------------------------------------------------------------------
INDONESIA-0.06%
1,250,000 PT Bank International Indonesia (Banking) 4,375,826
- -------------------------------------------------------------------------------
IRELAND-0.13%
221,100 Elan Corp. PLC-ADR (Medical-Drugs)(a) 8,871,638
- -------------------------------------------------------------------------------
ISRAEL-0.22%
250,000 Lannet Data Communications Ltd. (Computer
Networking)(a) 7,187,500
- -------------------------------------------------------------------------------
225,000 Teva Pharmaceutical Industries Ltd.-ADR (Medical-
Drugs) 8,831,250
- -------------------------------------------------------------------------------
16,018,750
- -------------------------------------------------------------------------------
ITALY-0.05%
1,074,000 Telecom Italia Mobile S.p.A.
(Telecommunications)(a) 1,806,395
- -------------------------------------------------------------------------------
1,074,000 Telecom Italia S.p.A. (Telecommunications) 1,645,363
- -------------------------------------------------------------------------------
3,451,758
- -------------------------------------------------------------------------------
JAPAN-0.07%
120,000 Tokyo Electron Ltd. (Electronic
Components/Miscellaneous) 5,208,466
- -------------------------------------------------------------------------------
MALAYSIA-0.11%
938,000 Malayan Banking Berhad (Banking) 7,567,493
- -------------------------------------------------------------------------------
</TABLE>
FS-72
<PAGE> 207
Financials
<TABLE>
<CAPTION>
SHARES MARKET VALUE
<S> <C> <C>
NETHERLANDS-0.72%
400,000 ASM Lithography Holding N.V. (Semiconductors)(a) $ 19,850,000
- ------------------------------------------------------------------------------
400,000 Madge, N.V. (Computer Networking)(a) 16,750,000
- ------------------------------------------------------------------------------
270,500 Philips Electronics N.V.-New York Shares-ADR
(Electronic Components/Miscellaneous) 10,448,063
- ------------------------------------------------------------------------------
32,850 Ver Ned Uitgever Bezit (Publishing) 4,605,392
- ------------------------------------------------------------------------------
51,653,455
- ------------------------------------------------------------------------------
SPAIN-0.01%
8,100 Acerinox, S.A. (Metals-Miscellaneous) 852,771
- ------------------------------------------------------------------------------
SWEDEN-0.96%
140,000 Astra AB (Medical-Drugs) 5,059,784
- ------------------------------------------------------------------------------
60,500 Autoliv AB (Automobile/Trucks Parts & Tires) 3,471,147
- ------------------------------------------------------------------------------
2,811,600 Telefonaktiebolaget L.M. Ericsson-ADR
(Telecommunications) 60,054,089
- ------------------------------------------------------------------------------
68,585,020
- ------------------------------------------------------------------------------
SWITZERLAND-0.12%
3,500 BBC Brown Boveri Ltd. (Engineering &
Construction) 4,060,160
- ------------------------------------------------------------------------------
5,000 Ciba-Geigy Ltd. (Chemicals) 4,329,252
- ------------------------------------------------------------------------------
8,389,412
- ------------------------------------------------------------------------------
UNITED KINGDOM-0.69%
2,700,000 Burton Group PLC (Retail-Stores) 4,300,790
- ------------------------------------------------------------------------------
1,075,000 Danka Business Systems PLC-ADR (Office
Automation) 36,012,500
- ------------------------------------------------------------------------------
390,000 Granada Group PLC (Leisure & Recreation) 4,165,138
- ------------------------------------------------------------------------------
210,000 Thorn EMI PLC (Leisure & Recreation) 4,890,593
- ------------------------------------------------------------------------------
49,369,021
- ------------------------------------------------------------------------------
Total Foreign Stocks & Other Equity Interests 295,790,213
- ------------------------------------------------------------------------------
</TABLE>
FS-73
<PAGE> 208
Financials
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT MARKET VALUE
<S> <C>
MASTER NOTE AGREEMENT-1.07%
$76,500,000 Citicorp Securities, Inc., 6.125%,
03/11/96(b) $ 76,500,000
- -------------------------------------------------------------------------------
REPURCHASE AGREEMENTS-4.27%(c)
43,781,167 Daiwa Securities America, Inc., 5.90%,
11/01/95(d) 43,781,167
- -------------------------------------------------------------------------------
261,000,000 Goldman, Sachs & Co. Inc., 5.90%, 11/01/95(e) 261,000,000
- -------------------------------------------------------------------------------
Total Repurchase Agreements 304,781,167
- -------------------------------------------------------------------------------
U.S. TREASURY SECURITIES-3.77%
U.S. TREASURY BILLS-3.06%(f)
195,000,000(g) 5.48%, 11/16/95 194,561,135
- -------------------------------------------------------------------------------
25,000,000 5.22%, 06/27/96 24,132,000
- -------------------------------------------------------------------------------
218,693,135
- -------------------------------------------------------------------------------
U.S. TREASURY NOTES-0.71%
15,000,000 5.50%, 04/30/96 15,000,900
- -------------------------------------------------------------------------------
35,000,000 7.625%, 04/30/96 35,357,000
- -------------------------------------------------------------------------------
50,357,900
- -------------------------------------------------------------------------------
Total U.S. Treasury Securities 269,051,035
- -------------------------------------------------------------------------------
TOTAL INVESTMENTS-100.35% 7,164,004,151
- -------------------------------------------------------------------------------
OTHER ASSETS LESS LIABILITIES-(0.35)% (24,736,094)
- -------------------------------------------------------------------------------
NET ASSETS-100.00% $7,139,268,057
===============================================================================
</TABLE>
Abbreviation:
ADR--American Depositary Receipt
NOTES TO SCHEDULE OF INVESTMENTS:
(a) Non-income producing security.
(b) The Fund may demand prepayment of notes purchased under the Master Note
Purchase Agreement upon notice to the issuer. Interest rates on master
notes are redetermined periodically. Rate shown is the rate in effect on
October 31, 1995.
(c) Collateral on repurchase agreements, including the Fund's pro-rata interest
in joint repurchase agreements, is taken into possession by the Fund upon
entering into the repurchase agreement. The collateral is marked to market
daily to ensure its market value as being 102 percent of the sales price of
the repurchase agreement. The investments in some repurchase agreements are
through participation in joint accounts with other mutual funds managed by
the investment advisor.
(d) Joint repurchase agreement entered into 10/31/95 with a maturing value of
$401,494,641. Collateralized by $353,853,000 U.S. Treasury obligations,
8.375% due 08/15/08.
(e) Joint repurchase agreement entered into 10/31/95 with a maturing value of
$360,681,783. Collateralized by $341,411,000 U.S. Treasury obligations,
5.625% to 12.00% due 11/15/95 to 02/15/25.
(f) U.S. Treasury bills are traded on a discount basis. In such cases the
interest rate shown represents the rate of discount paid or received at the
time of purchase by the Fund.
(g) A portion of the principal balance was pledged as collateral to cover
margin requirements for open futures contracts. See Note 7.
See Notes to Financial Statements.
FS-74
<PAGE> 209
Financials
STATEMENT OF ASSETS AND LIABILITIES
October 31, 1995
<TABLE>
<S> <C>
ASSETS:
Investments, at market value (cost $5,084,052,318) $7,164,004,151
- ------------------------------------------------------------------------
Foreign currencies, at market value (cost $13,642,266) 13,495,706
- ------------------------------------------------------------------------
Receivables for:
Investments sold 28,101,604
- ------------------------------------------------------------------------
Capital stock sold 50,215,325
- ------------------------------------------------------------------------
Dividends and interest 1,095,114
- ------------------------------------------------------------------------
Investment for deferred compensation plan 35,624
- ------------------------------------------------------------------------
Other assets 100,373
- ------------------------------------------------------------------------
Total assets 7,257,047,897
- ------------------------------------------------------------------------
LIABILITIES:
Payables for:
Investments purchased 57,630,332
- ------------------------------------------------------------------------
Capital stock reacquired 50,907,595
- ------------------------------------------------------------------------
Variation margin 1,239,750
- ------------------------------------------------------------------------
Deferred compensation 35,624
- ------------------------------------------------------------------------
Accrued advisory fees 3,602,549
- ------------------------------------------------------------------------
Accrued administrative services fees 14,663
- ------------------------------------------------------------------------
Accrued directors' fees 3,850
- ------------------------------------------------------------------------
Accrued distribution fees 2,624,668
- ------------------------------------------------------------------------
Accrued transfer agent fees 439,464
- ------------------------------------------------------------------------
Accrued operating expenses 1,281,345
- ------------------------------------------------------------------------
Total liabilities 117,779,840
- ------------------------------------------------------------------------
Net assets applicable to shares outstanding $7,139,268,057
========================================================================
NET ASSETS:
Class A $7,000,350,013
========================================================================
Institutional Class $ 138,918,044
========================================================================
CAPITAL STOCK, $0.001 PAR VALUE PER SHARE:
Class A:
Authorized 750,000,000
- ------------------------------------------------------------------------
Outstanding 295,483,948
========================================================================
Institutional Class:
Authorized 200,000,000
- ------------------------------------------------------------------------
Outstanding 5,775,803
========================================================================
CLASS A:
Net asset value and redemption price per share $23.69
========================================================================
Offering price per share:
(Net asset value of $23.69 divided by 94.50%) $25.07
========================================================================
INSTITUTIONAL CLASS:
Net asset value, offering and redemption price per share $24.05
========================================================================
</TABLE>
See Notes to Financial Statements.
FS-75
<PAGE> 210
Financials
STATEMENT OF OPERATIONS
For the year ended October 31, 1995
<TABLE>
<S> <C>
INVESTMENT INCOME:
Dividends (net of $322,914 foreign withholding tax) $ 14,062,451
- --------------------------------------------------------------------------
Interest 27,896,762
- --------------------------------------------------------------------------
Total investment income 41,959,213
- --------------------------------------------------------------------------
EXPENSES:
Advisory fees 31,803,884
- --------------------------------------------------------------------------
Administrative services fees 173,257
- --------------------------------------------------------------------------
Custodian fees 568,906
- --------------------------------------------------------------------------
Directors' fees 44,198
- --------------------------------------------------------------------------
Distribution fees-Class A 14,905,705
- --------------------------------------------------------------------------
Transfer agent fees-Class A 9,158,530
- --------------------------------------------------------------------------
Transfer agent fees-Institutional Class 5,273
- --------------------------------------------------------------------------
Other 2,078,095
- --------------------------------------------------------------------------
Total expenses 58,737,848
- --------------------------------------------------------------------------
Less fees waived by advisor (761,655)
- --------------------------------------------------------------------------
Net expenses 57,976,193
- --------------------------------------------------------------------------
Net investment income (loss) (16,016,980)
- --------------------------------------------------------------------------
REALIZED AND UNREALIZED GAIN ON INVESTMENT SECURITIES,
FOREIGN CURRENCIES AND FUTURES CONTRACTS:
Net realized gain on sales of:
Investment securities 198,443,948
- --------------------------------------------------------------------------
Foreign currencies 225,354
- --------------------------------------------------------------------------
Futures contracts 38,758,395
- --------------------------------------------------------------------------
237,427,697
- --------------------------------------------------------------------------
Unrealized appreciation (depreciation) of:
Investment securities 1,310,161,937
- --------------------------------------------------------------------------
Foreign currencies (529,855)
- --------------------------------------------------------------------------
Futures contracts (2,597,985)
- --------------------------------------------------------------------------
1,307,034,097
- --------------------------------------------------------------------------
Net gain on investment securities, foreign currencies and
futures contracts 1,544,461,794
- --------------------------------------------------------------------------
Net increase in net assets resulting from operations $1,528,444,814
==========================================================================
</TABLE>
See Notes to Financial Statements.
FS-76
<PAGE> 211
Financials
STATEMENT OF CHANGES IN NET ASSETS
For the years ended October 31, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
<S> <C> <C>
OPERATIONS:
Net investment income (loss) $ (16,016,980) $ (4,773,452)
- -----------------------------------------------------------------------------
Net realized gain on sales of investment
securities,
foreign currencies and futures contracts 237,427,697 113,271,698
- -----------------------------------------------------------------------------
Unrealized appreciation of investment
securities,
foreign currencies and futures contracts 1,307,034,097 137,121,005
- -----------------------------------------------------------------------------
Net increase in net assets resulting from
operations 1,528,444,814 245,619,251
- -----------------------------------------------------------------------------
Distributions to shareholders from net
realized gains on investment securities:
Class A (107,823,749) --
- -----------------------------------------------------------------------------
Institutional Class (1,218,145) --
- -----------------------------------------------------------------------------
Share transactions - net:
Class A 1,878,176,040 726,623,024
- -----------------------------------------------------------------------------
Institutional Class 75,813,810 24,797,834
- -----------------------------------------------------------------------------
Net increase in net assets 3,373,392,770 997,040,109
- -----------------------------------------------------------------------------
NET ASSETS:
Beginning of period 3,765,875,287 2,768,835,178
- -----------------------------------------------------------------------------
End of period $7,139,268,057 $3,765,875,287
=============================================================================
NET ASSETS CONSIST OF:
Capital (par value and additional paid-in) $4,828,771,443 $2,890,417,744
- -----------------------------------------------------------------------------
Undistributed net investment income (loss) (54,010) --
- -----------------------------------------------------------------------------
Undistributed net realized gain on sales of
investment securities, foreign currencies
and futures contracts 231,637,155 103,578,171
- -----------------------------------------------------------------------------
Unrealized appreciation of investment
securities, foreign currencies and futures
contracts 2,078,913,469 771,879,372
- -----------------------------------------------------------------------------
$7,139,268,057 $3,765,875,287
=============================================================================
</TABLE>
See Notes to Financial Statements.
FS-77
<PAGE> 212
Financials
NOTES TO FINANCIAL STATEMENTS
October 31, 1995
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES
AIM Constellation Fund (the "Fund") is a series portfolio of AIM Equity Funds,
Inc. (the "Company"). The Company is a Maryland corporation registered under
the Investment Company Act of 1940, as amended (the "1940 Act"), as an open-end
series management investment company consisting of four diversified portfolios:
AIM Constellation Fund, AIM Weingarten Fund, AIM Charter Fund and AIM
Aggressive Growth Fund. The Fund currently offers two different classes of
shares: the Class A shares (formerly "Retail Class") and the Institutional
Class. Matters affecting each portfolio or class will be voted on exclusively
by the shareholders of such portfolio or class. The assets, liabilities and
operations of each portfolio are accounted for separately. Information
presented in these financial statements pertains only to the Fund. The
following is a summary of significant accounting policies followed by the Fund
in the preparation of its financial statements.
A. Security Valuations - A security listed or traded on an exchange is valued
at its last sales price on the exchange where the security is principally
traded, or lacking any sales on a particular day, the security is valued at
the mean between the closing bid and asked prices on that day. Each security
traded in the over-the-counter market (but not including securities reported
on the NASDAQ National Market System) is valued at the mean between the last
bid and asked prices based upon quotes furnished by market makers for such
securities. If a mean is not available, as is the case in some foreign
markets, the closing bid will be used absent a last sales price. Each
security reported on the NASDAQ National Market System is valued at the last
sales price on the valuation date or absent a last sales price, at the mean
of the closing bid and asked prices. Debt obligations that are issued or
guaranteed by the U.S. Treasury are valued on the basis of prices provided
by an independent pricing service. Prices provided by the pricing service
may be determined without exclusive reliance on quoted prices, and may
reflect appropriate factors such as yield, type of issue, coupon rate and
maturity date. Securities for which market quotations are not readily
available are valued at fair value as determined in good faith by or under
the supervision of the Company's officers in a manner specifically
authorized by the Board of Directors of the Company. Short-term obligations
having 60 days or less to maturity are valued at amortized cost which
approximates market value. Generally, trading in foreign securities is
substantially completed each day at various times prior to the close of the
New York Stock Exchange. The values of such securities used in computing the
net asset value of the Fund's shares are determined as of such times.
Foreign currency exchange rates are also generally determined prior to the
close of the New York Stock Exchange. Occasionally, events affecting the
values of such securities and such exchange rates may occur between the
times at which they are determined and the close of the New York Stock
Exchange which will not be reflected in the computation of the Fund's net
asset value. If events materially affecting the value of such securities
occur during such period, then these securities will be valued at their fair
value as determined in good faith by or under the supervision of the Board
of Directors.
B. Securities Transactions, Investment Income and Distributions - Securities
transactions are accounted for on a trade date basis. Realized gains or
losses on sales are computed on the specific identification of securities
sold. Interest income is recorded as earned from settlement date and is
recorded on the accrual basis. Dividend income and distributions to
shareholders are recorded on the ex-dividend date. On October 31, 1995,
$326,819 was reclassified from undistributed net realized gains to
undistributed net investment income (loss) as a result of differing book/tax
treatments of foreign currency transactions. In addition, $15,636,151 was
reclassified from net investment income (loss) to paid-in capital as a
result of a net operating tax loss. Net assets of the Fund were unaffected
by the reclassifications discussed above.
C. Federal Income Taxes - The Fund intends to comply with the requirements of
the Internal Revenue Code necessary to qualify as a regulated investment
company and, as such, will not be subject to federal income taxes on
otherwise taxable income (including net realized capital gains) which is
distributed to shareholders. Therefore, no provision for federal income
taxes is recorded in the financial statements.
D. Expenses - Operating expenses directly attributable to a class of shares are
charged to that class' operations. Expenses which are applicable to both
classes, e.g. advisory fees, are allocated between them.
E. Foreign Currency Translations - Portfolio securities and other assets and
liabilities denominated in foreign currencies are translated into U.S.
dollar amounts at date of valuation. Purchases and sales of portfolio
securities and income items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions.
F. Foreign Currency Contracts - A forward currency contract is an obligation to
purchase or sell a specific currency for an agreed-upon price at a future
date. The Fund may enter into a forward contract for the purchase or sale of
a security denominated in a foreign currency in order to "lock in" the U.S.
dollar price of that security. The Fund could be exposed to risk if
counterparties to the contracts are unable to meet the terms of their
contracts.
G. Stock Index Futures Contracts - The Fund may purchase or sell stock index
futures contracts as a hedge against changes in market conditions. Initial
margin deposits required upon entering into futures contracts are satisfied
by the segregation of specific securities as collateral for the account of
the broker (the Fund's agent in acquiring the futures position). During the
period the futures contracts are open, changes in the value of the contracts
are recognized as unrealized gains or losses by
FS-78
<PAGE> 213
Financials
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES-CONTINUED
"marking to market" on a daily basis to reflect the market value of the
contracts at the end of each day's trading. Variation margin payments are made
or received depending upon whether unrealized gains or losses are incurred.
When the contracts are closed, the Fund recognizes a realized gain or loss
equal to the difference between the proceeds from, or cost of, the closing
transaction and the Fund's basis in the contract. Risks include the possibility
of an illiquid market and the change in the value of the contracts may not
correlate with changes in the value of the securities being hedged.
NOTE 2 - ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Company has entered into a master investment advisory agreement with A I M
Advisors, Inc. ("AIM"). Under the terms of the master investment advisory
agreement, the Fund pays an advisory fee to AIM at the annual rate of 1.0% of
the first $30 million of the Fund's average daily net assets, plus 0.75% of the
Fund's average daily net assets in excess of $30 million to and including $150
million, plus 0.625% of the Fund's average daily net assets in excess of $150
million. AIM has agreed to voluntarily waive a portion of its advisory fees
paid by the Fund to AIM to the extent necessary to reduce the fees paid by the
Fund at net asset levels higher than those currently incorporated in the
present advisory fee schedule. AIM will receive a fee calculated at the annual
rate of 1.0% of the first $30 million of the Fund's average daily net assets,
plus 0.75% of the Fund's average daily net assets in excess of $30 million to
and including $150 million, plus 0.625% of the Fund's average daily net assets
in excess of $150 million to and including $2 billion, plus 0.60% of the Fund's
average daily net assets in excess of $2 billion. During the year ended October
31, 1995, AIM waived fees of $761,655. The waiver is entirely voluntary and the
Board of Directors would be advised of any decision by AIM to discontinue the
waiver. Under the terms of a master sub-advisory agreement between AIM and
A I M Capital Management, Inc. ("AIM Capital"), AIM pays AIM Capital 50% of the
amount paid by the Fund to AIM. These agreements require AIM to reduce its fees
or, if necessary, make payments to the Fund to the extent required to satisfy
any expense limitations imposed by the securities laws or regulations
thereunder of any state in which the Fund's shares are qualified for sale.
The Fund, pursuant to a master administrative services agreement with AIM,
has agreed to reimburse AIM for certain administrative costs incurred in
providing accounting services to the Fund. During the year ended October 31,
1995, AIM was reimbursed $173,257 for such services.
The Fund, pursuant to a transfer agency and services agreement, has agreed to
pay A I M Fund Services, Inc. ("AFS") a fee for providing transfer agency
services to the Class A shares. During the year ended October 31, 1995, AFS was
paid $4,943,213 for such services. During the year ended October 31, 1995, the
Fund paid A I M Institutional Fund Services, Inc. ("AIFS") with respect to the
Institutional Class $2,790 for shareholder and transfer agency services.
Effective July 1, 1995, AIFS became the exclusive transfer agent for the
Institutional Class of the Fund.
The Company has entered into a master distribution agreement with A I M
Distributors, Inc. ("AIM Distributors") to serve as the distributor for the
Class A shares and a master distribution agreement with Fund Management Company
("FMC") to serve as the distributor for the Institutional Class. The Company
has adopted a Plan pursuant to Rule 12b-1 under the 1940 Act (the "Plan"), with
respect to the Class A shares, whereby the Fund pays AIM Distributors an annual
rate of 0.30% of the Class A shares average daily net assets as compensation
for services related to the sales and distribution of the Class A shares. The
Plan provides that payments to dealers and financial institutions that provide
continuing personal shareholder services to their customers who purchase and
own shares of the Class A shares, in amounts of up to 0.25% of the average net
assets of the Class A shares attributable to the customers of such dealers or
financial institutions, may be characterized as a service fee. The Plan also
provides that payments in excess of service fees are characterized as an asset-
based sales charge under the Plan. The Plan also imposes a cap on the total
amount of sales charges, including asset-based sales charges, that may be paid
by the Company with respect to the Fund's Class A shares. During the year ended
October 31, 1995, the Class A shares paid AIM Distributors $14,905,705 as
compensation under the Plan.
AIM Distributors received commissions of $13,146,761 from Class A capital
stock transactions during the year ended October 31, 1995. Such commissions are
not an expense of the Fund. They are deducted from, and are not included in,
the proceeds from sales of capital stock. Certain officers and directors of the
Company are officers and directors of AIM, AIM Capital, AIM Distributors, AFS,
AIFS and FMC.
During the year ended October 31, 1995 the Fund paid legal fees of $14,394
for services rendered by Kramer, Levin, Naftalis, Nessen, Kamin & Frankel as
counsel to the Company's directors. A member of that firm is a director of the
Company.
NOTE 3 - DIRECTORS' FEES
Director's fees represent remuneration paid or accrued to each director who is
not an "interested person" of AIM. The Company may invest directors' fees, if
so elected by a director, in mutual fund shares in accordance with a deferred
compensation plan.
FS-79
<PAGE> 214
Financials
NOTE 4 - BANK BORROWINGS
The Fund has a $83,100,000 committed line of credit with a financial
institution syndicate with Chemical Bank of New York as the administrative
agent. Interest on borrowings under the line of credit is payable on maturity
or prepayment date. During the period July 20, 1995 (effective date of Credit
Agreement) through October 31, 1995, the Fund did not borrow under the line of
credit agreement. The Fund is charged a commitment fee, payable quarterly, at
the rate of 1/10 of 1% per annum on the unused balance of the Fund's
commitment.
NOTE 5 - AFFILIATED COMPANY TRANSACTIONS
Affiliated issuers, as defined in the 1940 Act, are issuers in which the Fund
held 5% or more of the outstanding voting securities. A summary of transactions
for each issuer who is or was an affiliate at or during the year ended October
31, 1995, is as follows:
<TABLE>
<CAPTION>
SHARE SHARE MARKET
BALANCE BALANCE VALUE
OCTOBER 31, PURCHASES REALIZED DIVIDEND OCTOBER 31, OCTOBER 31,
NAME OF ISSUER: 1994 COST SALES COST GAIN INCOME 1995 1995
<S> <C> <C> <C> <C> <C> <C> <C>
Roosevelt Financial
Group, Inc. 315,000 $0 $4,779,251 $392,937 $30,943 $0 $0
===============================================================================================
</TABLE>
NOTE 6 - INVESTMENT SECURITIES
The aggregate amount of investment securities (other than short-term
securities) purchased and sold by the Fund during the year ended October 31,
1995 was $4,071,335,941 and $2,213,924,196, respectively. The amount of
unrealized appreciation (depreciation) of investment securities as of October
31, 1995, on a tax basis, is as follows:
<TABLE>
<S> <C>
Aggregate unrealized appreciation of investment securities $2,178,971,166
- -----------------------------------------------------------------------------
Aggregate unrealized (depreciation) of investment securities (99,425,248)
- -----------------------------------------------------------------------------
Net unrealized appreciation of investment securities $2,079,545,918
=============================================================================
</TABLE>
Cost of investments for tax purposes is $5,084,458,233.
NOTE 7- FUTURES CONTRACT
On October 31, 1995, $9,668,000 U.S. Treasury bills were pledged as collateral
to cover margin requirements for futures contracts.
Futures contracts outstanding at October 31, 1995:
(Contracts--$500 times index/delivery month/commitment)
<TABLE>
<CAPTION>
UNREALIZED
APPRECIATION
(DEPRECIATION)
<S> <C>
S&P 500 Index 370 contracts/Dec95/Buy $ 749,250
S&P 500 Index 500 contracts/Mar96/Buy (1,642,375)
=====================================================
</TABLE>
NOTE 8 - CAPITAL STOCK
Changes in the capital stock outstanding for the years ended October 31, 1995
and 1994 were as follows:
<TABLE>
<CAPTION>
1995 1994
----------------------------- ---------------------------
SHARES AMOUNT SHARES AMOUNT
------------ --------------- ----------- --------------
<S> <C> <C> <C> <C>
Sold:
Institutional Class 5,036,915 $ 105,368,663 1,908,947 $ 33,070,778
- -----------------------------------------------------------------------------------
Class A 214,014,863 4,411,919,689 100,598,652 1,751,901,830
- -----------------------------------------------------------------------------------
Issued as reinvestment
of dividends:
Institutional Class 60,580 1,019,563 -- --
- -----------------------------------------------------------------------------------
Class A 6,006,043 99,940,399 -- --
- -----------------------------------------------------------------------------------
Reacquired:
Institutional Class (1,476,157) (30,574,416) (474,909) (8,272,944)
- -----------------------------------------------------------------------------------
Class A (128,002,913) (2,633,684,048) (58,902,798) (1,025,278,806)
- -----------------------------------------------------------------------------------
95,639,331 $ 1,953,989,850 43,129,892 $ 751,420,858
===================================================================================
</TABLE>
FS-80
<PAGE> 215
Financials
NOTE 9 - FINANCIAL HIGHLIGHTS
Shown below are the condensed financial highlights for a Class A share
outstanding during each of the years in the seven-year period ended October 31,
1995, the ten months ended October 31, 1988, and each of the years in the two-
year period ended December 31, 1987.(a)
<TABLE>
<CAPTION>
OCTOBER 31,
-------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988(b)
---------- ---------- ---------- -------- -------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net asset value,
beginning of period $18.31 $17.04 $13.25 $11.72 $6.59 $9.40 $7.34 $6.35
- ------------------------ ---------- ---------- ---------- -------- -------- ------- ------- -------
Income from investment
operations:
Net investment income
(loss) (0.05) (0.02) (0.04) (0.04) (0.03) (0.03) 0.01 (0.03)
- ------------------------ ---------- ---------- ---------- -------- -------- ------- ------- -------
Net gains (losses) on
securities (both
realized
and unrealized) 5.95 1.29 3.83 1.76 5.16 (1.23) 2.46 1.02
- ------------------------ ---------- ---------- ---------- -------- -------- ------- ------- -------
Total from investment
operations 5.90 1.27 3.79 1.72 5.13 (1.26) 2.47 0.99
- ------------------------ ---------- ---------- ---------- -------- -------- ------- ------- -------
Less distributions:
Dividends from net
investment income -- -- -- -- -- (0.01) -- --
- ------------------------ ---------- ---------- ---------- -------- -------- ------- ------- -------
Distributions from
capital gains (0.52) -- -- (0.19) -- (1.54) (0.41) --
- ------------------------ ---------- ---------- ---------- -------- -------- ------- ------- -------
Total distributions (0.52) -- -- (0.19) -- (1.55) (0.41) --
- ------------------------ ---------- ---------- ---------- -------- -------- ------- ------- -------
Net asset value, end of
period $23.69 $18.31 $17.04 $13.25 $11.72 $6.59 $9.40 $7.34
======================== ========== ========== ========== ======== ======== ======= ======= =======
Total return(c) 33.43 % 7.45 % 28.60 % 14.82 % 77.85 % (16.17)% 35.50% 15.59 %
======================== ========== ========== ========== ======== ======== ======= ======= =======
Ratios/supplemental
data:
Net assets, end of
period (000s omitted) $7,000,350 $3,726,029 $2,756,497 $966,472 $342,835 $83,304 $74,731 $78,272
======================== ========== ========== ========== ======== ======== ======= ======= =======
Ratio of expenses to
average net assets 1.2 %(d) 1.2 % 1.2 % 1.2 % 1.4 % 1.4 % 1.4% 1.3 %(e)
======================== ========== ========== ========== ======== ======== ======= ======= =======
Ratio of net investment
income (loss) to
average net assets (0.3)%(d) (0.2)% (0.3)% (0.4)% (0.4)% (0.4)% 0.1% (0.6)%(e)
======================== ========== ========== ========== ======== ======== ======= ======= =======
Portfolio turnover rate 45 % 79 % 70 % 62 % 109 % 192 % 149 % 131 %
======================== ========== ========== ========== ======== ======== ======= ======= =======
Borrowings for the
period:
Amount of debt
outstanding at end of
period (000s omitted) -- -- -- -- -- -- $9,610 $5,266
======================== ========== ========== ========== ======== ======== ======= ======= =======
Average amount of debt
outstanding during the
period (000s
omitted)(f) -- -- -- -- -- $2,344 $2,609 $2,148
======================== ========== ========== ========== ======== ======== ======= ======= =======
Average number of shares
outstanding during the
period (000s
omitted)(f) 244,731 182,897 124,101 55,902 21,205 11,397 10,050 10,845
======================== ========== ========== ========== ======== ======== ======= ======= =======
Average amount of debt
per share during the
period -- -- -- -- -- $0.21 $0.26 $0.20
======================== ========== ========== ========== ======== ======== ======= ======= =======
<CAPTION>
DECEMBER 31,
-------------------
1987 1986(b)
--------- ---------
<S> <C> <C>
Net asset value,
beginning of period $10.58 $10.90
- ------------------------- --------- ---------
Income from investment
operations:
Net investment income
(loss) (0.05) (0.07)
- ------------------------- --------- ---------
Net gains (losses) on
securities (both
realized
and unrealized) 0.36 3.13
- ------------------------- --------- ---------
Total from investment
operations 0.31 3.06
- ------------------------- --------- ---------
Less distributions:
Dividends from net
investment income -- --
- ------------------------- --------- ---------
Distributions from
capital gains (4.54) (3.38)
- ------------------------- --------- ---------
Total distributions (4.54) (3.38)
- ------------------------- --------- ---------
Net asset value, end of
period $6.35 $10.58
========================= ========= =========
Total return(c) 2.85 % 28.56 %
========================= ========= =========
Ratios/supplemental
data:
Net assets, end of
period (000s omitted) $71,418 $78,885
========================= ========= =========
Ratio of expenses to
average net assets 1.1 % 1.1 %
========================= ========= =========
Ratio of net investment
income (loss) to
average net assets (0.4)% (0.5)%
- ------------------------- --------- ---------
Portfolio turnover rate 135 % 107 %
========================= ========= =========
Borrowings for the
period:
Amount of debt
outstanding at end of
period (000s omitted) $109 $3,740
========================= ========= =========
Average amount of debt
outstanding during the
period (000s omitted)(f) $2,366 $3,188
========================= ========= =========
Average number of shares
outstanding during the
period (000s omitted)(f) 9,668 8,519
========================= ========= =========
Average amount of debt
per share during the
period $0.24 $0.37
========================= ========= =========
</TABLE>
(a) Per share information has been restated to reflect a 2 for 1 stock split,
effected in the form of a dividend, on June 19, 1987.
(b) The Fund changed investment advisors on September 30, 1988 and May 1, 1986.
(c) Does not deduct sales charges and for periods less than one year, total
returns are not annualized.
(d) Ratios are based on average net assets of $4,968,568,278.
(e) Annualized.
(f) Averages computed on a daily basis.
FS-81
<PAGE> 216
REPORT OF INDEPENDENT ACCOUNTANTS
100 East Wisconsin Avenue
Suite 1500
Milwaukee, WI 53202
(Price Waterhouse LLP Logo)
To the Shareholders and Board of Directors
of Baird Blue Chip Fund, Inc.
In our opinion, the accompanying statement of net assets and the related
statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
Baird Blue Chip Fund, Inc. (the ''Fund'') at September 30, 1995, the results of
its operations for the year then ended, the changes in its net assets for each
of the two years in the period then ended and the financial highlights for each
of the eight years in the period then ended and for the period from December
31, 1986 (commencement of operations) to September 30, 1987, in conformity with
generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as "financial statements") are the
responsibility of the Fund's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at September 30, 1995 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.
/s/ Price Waterhouse LLP
October 25, 1995
FS-82
<PAGE> 217
BAIRD BLUE CHIP FUND, INC.
STATEMENT OF NET ASSETS
September 30, 1995
COMMON STOCKS 95.3% (a)<F2>
<TABLE>
<CAPTION>
Shares Cost Quoted Market Value
---- -------------------
<S> <C> <C> <C>
AEROSPACE - 2.4%
24,800 Boeing Co. $ 1,271,755 $ 1,692,600
BEVERAGES/SOFT DRINKS - 2.5 %
26,400 The Coca-Cola Company 343,329 1,821,600
BUSINESS SERVICES & SUPPLIES - 8.6 %
35,100 Alco Standard Corp. 1,498,946 2,974,725
26,900 Manpower Inc. 721,458 780,100
60,900 Olsten Corp. 1,580,814 2,367,487
---------- -----------
3,801,218 6,122,312
CHEMICALS - 5.0%
21,400 Air Products and Chemicals, Inc. 1,200,112 1,115,475
17,400 E.I du Pont de Nemours & Co. 832,590 1,196,250
26,300 PPG Industries, Inc. 823,428 1,222,950
---------- ------------
2,856,130 3,534,675
CONGLOMERATES - 2.0%
24,900 Minnesota Mining & Manufacturing Co. 785,859 1,406,850
Cosmetics - 4.3%
28,000 Gillette Company
1,023,260 1,333,500
36,000 International Flavors & Fragrances Inc. 718,925 1,737,000
----------- ------------
1,742,185 3,070,500
DRUGS & HOSPITAL SUPPLIES - 11.6%
59,700 Abbott Laboratories 1,453,398 2,544,713
27,600 Johnson & Johnson 667,080 2,045,850
34,600 Medtronic, Inc. 1,290,234 1,859,750
32,500 Merck & Co., Inc. 588,354 1,820,000
----------- ------------
3,999,066 8,270,313
ELECTRICAL CONNECTORS - 6.0%
52,000 AMP Inc. 1,245,008 2,002,000
68,906 Molex Inc. Cl A 1,682,980 2,308,351
---------- ------------
2,927,988 4,310,351
ELECTRICAL EQUIPMENT - 7.2%
33,300 Emerson Electric Co. 1,640,866 2,380,950
43,200 General Electric Co. (U.S.) 1,067,310 2,754,000
---------- ------------
2,708,176 5,134,950
ELECTRONICS - 5.1%
47,500 Motorola, Inc. 991,194 3,627,812
ENTERTAINMENT & RESTAURANTS - 3.3%
62,400 McDonald's Corp. 937,180 2,386,800
FINANCIAL SERVICES - 3.0%
12,200 MGIC Investment Corp. 366,134 698,450
35,700 State Street Boston Corp. 1,299,900 1,428,000
---------- ------------
1,666,034 2,126,450
FOOD MERCHANDISING - 1.5%
32,100 Albertson's, Inc. 790,061 1,095,412
FOODS - 2.4%
58,000 Sara Lee Corp. 628,716 1,725,500
HOUSEHOLD PRODUCTS - 3.6%
33,100 Procter & Gamble Co. 1,523,512 2,548,700
</TABLE>
FS-83
<PAGE> 218
<TABLE>
<CAPTION>
Shares Cost Quoted Market Value
---- -------------------
<S> <C> <C> <C>
INDUSTRIAL EQUIPMENT - 1.6%
18,500 W. W. Grainger, Inc. 496,671 1,116,937
INFORMATION PROCESSING - 2.9%
22,800 Microsoft Corp.*<F1> 907,725 2,063,400
INSURANCE - 5.0%
25,200 American International Group, Inc. 1,044,299 2,142,000
14,700 The Chubb Corp. 1,187,095 1,411,200
------------ ------------
2,231,394 3,553,200
MERCHANDISING - 5.2%
32,100 Nordstrom, Inc. 1,163,625 1,340,175
25,000 Viking Office Products, Inc.*<F1> 672,625 1,043,750
52,900 Wal-Mart Stores, Inc. 671,807 1,315,888
------------ ------------
2,508,057 3,699,813
OIL/INTERNATIONAL - 3.2%
18,800 Royal Dutch Petroleum Co. ADR 1,377,105 2,307,700
OIL/SERVICE - 3.1%
34,300 Schlumberger Ltd. 2,090,805 2,238,075
POLLUTION CONTROL - 1.7%
43,900 WMX Technologies, Inc. 1,113,143 1,251,150
PUBLISHING & PRINTING - 4.1%
19,000 Gannett Co., Inc. 847,820 1,037,875
35,300 Reuters Holdings PLC ADR 1,313,898 1,866,488
------------ ------------
2,161,718 2,904,363
------------ ------------
Total common stocks 39,859,021 68,009,463
SHORT-TERM INVESTMENTS 4.6% (a)<F2>
VARIABLE RATE DEMAND NOTES
$ 80,000 General Mills, Inc. 80,000 80,000
300,000 Pitney Bowes Credit Corp. 300,000 300,000
502,608 Southwestern Bell Telephone Co. 502,608 502,608
685,000 Warner-Lambert Company 685,000 685,000
1,700,000 Wisconsin Electric Power Co. 1,700,000 1,700,000
------------ ------------
Total short-term investments 3,267,608 3,267,608
------------ ------------
Total investments $ 43,126,629 71,277,071
============ ============
Cash and receivables,
less liabilities - 0.1% (a)<F2> 47,009
------------
NET ASSETS $ 71,324,080
============
Net Asset Value Per Share
($0.01 par value 20,000,000 shares authorized), redemption price
($71,324,080 divided by 2,993,421 shares outstanding) $ 23.83
============
Maximum Offering Price Per Share
(net asset value plus 6.10% of the net asset value or 5.75% of
the offering price calculated as $23.83 x 100 divided by 94.25 $ 25.28
============
</TABLE>
*<F1>Non-income producing security.
(a)<F2>Percentages for the various classifications relate to net assets.
The accompanying notes to financial statements are an integral
part of this statement.
FS-84
<PAGE> 219
STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995
<TABLE>
<S> <C>
INCOME:
Dividends $ 1,165,107
Interest 102,008
-----------
Total income 1,267,115
-----------
EXPENSES:
Management fee 469,802
Distributor fees 170,044
Transfer agent fees 49,665
Administrative services 46,743
Printing and postage expense 31,125
Professional fees 24,512
Custodian fees 14,448
Registration fees 13,650
Other expenses 12,030
-----------
Total expenses 832,019
-----------
NET INVESTMENT INCOME 435,096
-----------
NET REALIZED GAIN ON INVESTMENTS 3,508,717
NET INCREASE IN UNREALIZED APPRECIATION ON INVESTMENTS 11,889,076
-----------
NET GAIN ON INVESTMENTS 15,397,793
-----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $15,832,889
===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
FS-85
<PAGE> 220
STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended September 30, 1995 and 1994
<TABLE>
<CAPTION>
1995 1994
----------- -----------
<S> <C> <C>
OPERATIONS:
Net investment income $ 435,096 $ 475,657
Net realized gain on investments 3,508,717 2,189,350
Net increase in unrealized appreciation on investments 11,889,076 1,901,828
----------- ------------
Net increase in net assets resulting from operations 15,832,889 4,566,835
----------- ------------
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net investment income
($0.1165 and $0.2075 per share, respectively) (358,084) (701,264)
Distributions from net realized gains
($0.4637 and $0.8528 per share, respectively) (1,424,952) (2,880,754)
----------- ------------
Total distributions (1,783,036)**<F4> (3,582,018)*<F3>
----------- ------------
FUND SHARE ACTIVITIES:
Proceeds from shares issued
(235,753 and 293,425 shares, respectively)
4,808,974 5,456,430
Net asset value of shares issued in
distributions (43,313 and 87,934 shares, respectively) 809,149 1,614,066
Cost of shares redeemed (414,147 and
700,661 shares, respectively) (8,458,795) (13,052,831)
----------- ------------
Net decrease in net assets derived from Fund share activities (2,840,672) (5,982,335)
----------- ------------
TOTAL INCREASE (DECREASE) 11,209,181 (4,997,518)
NET ASSETS AT THE BEGINNING OF THE YEAR 60,114,899 65,112,417
----------- ------------
NET ASSETS AT THE END OF THE YEAR
(including undistributed net investment income
of $403,996 and $340,558, respectively) $71,324,080 $ 60,114,899
=========== ============
</TABLE>
*<F3>Total distributions include $800,986 of ordinary income, of which 100% is
eligible for the corporate dividends received deduction.
**<F4>Total distributions include $404,637 of ordinary income, of which 100%
is eligible for the corporate dividends received deduction.
The accompanying notes to financial statements are an integral part of this
statement.
FS-86
<PAGE> 221
FINANCIAL HIGHLIGHTS
(Selected Data for each share of the Fund outstanding throughout each period)
<TABLE>
<CAPTION>
YEARS ENDED SEPTEMBER 30,
----------------------------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987+<F8>
------ ------ ------ ------ ------ ------ ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of
period $19.22 $18.89 $18.24 $16.77 $13.60 $13.82 $11.48 $13.10 $10.00
Income from investment
operations:
Net investment income 0.14 0.15 0.19 0.20 0.23 0.25 0.24 0.12 0.01
Net realized and
unrealized gains
(losses) on
investments 5.05 1.24 0.63 1.48 3.19 (0.20) 2.25 (1.68) 3.09
Total from investment
operations 5.19 1.39 0.82 1.68 3.42 0.05 2.49 (1.56) 3.10
Less distributions:
Dividends from net
investment income (0.12) (0.21) (0.17) (0.21) (0.25) (0.27) (0.15) (0.02) -
Distributions
from net realized gains (0.46) (0.85) - - - - - (0.04) -
------ ------ ------ ------ ------ ------ ------ ------ ------
Total from distributions (0.58) (1.06) (0.17) (0.21) (0.25) (0.27) (0.15) (0.06) -
------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of period $23.83 $19.22 $18.89 $18.24 $16.77 $13.60 $13.82 $11.4 $13.10
====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL INVESTMENT
RETURN***<F7> 27.8% 7.7% 4.5% 10.1% 25.5% 0.3% 22.0% (11.8%) 13.5%*<F5>
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
period (in 000's $) 71,324 60,115 65,112 61,601 46,958 31,706 21,170 18,681 16,917
Ratio of expenses to
average net assets**<F6> 1.3% 1.4% 1.3% 1.4% 1.5% 1.6% 1.7% 2.2% 2.6%*<F5>
Ratio of net
investment income
to average net assets 0.7% 0.8% 1.0% 1.2% 1.6% 2.0% 1.9% 3.3% 0.2%*<F5>
Portfolio turnover rate 16.7% 12.7% 24.9% 5.4% 8.8% 12.2% 14.8% 14.8% 9.0%
</TABLE>
+<F8>For the period from December 31, 1986 (commencement of operations) to
September 30, 1987.
*<F5>Annualized.
**<F6>Includes a maximum .75% distribution fee from December 31, 1986 through
September 30, 1988 and a maximum .45% distribution fee beginning October 1,
1988.
***<F7>Total return does not include the sales load.
The accompanying notes to financial statements are an integral part of this
statement.
FS-87
<PAGE> 222
NOTES TO FINANCIAL STATEMENTS
September 30, 1995
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The following is a summary of
significant accounting policies of the Baird Blue Chip Fund, Inc.
(the ''Fund''), which is registered under the Investment Company Act of 1940.
The Fund was incorporated under the laws of Wisconsin on October 16, 1986.
(a) Each security, excluding short-term investments, is valued at the
last sale price reported by the principal security exchange on which the
issue is traded, or if no sale is reported, the latest bid price. Securities
which are traded over-the-counter are valued at the latest bid price.
Securities for which quotations are not readily available are valued at fair
value as determined by the investment adviser under the supervision of the
Board of Directors. Short-term investments are valued at amortized cost
which approximates quoted market value. Investment transactions are recorded
no later than the first business day after the trade date.
(b) Net realized gains and losses on common stock are computed on the
basis of the cost of specific certificates.
(c) Provision has not been made for Federal income taxes since the Fund
has elected to be taxed as a "regulated investment company" and intends to
distribute substantially all income to its shareholders and otherwise comply
with the provisions of the Internal Revenue Code applicable to regulated
investment companies.
(d) Dividend income is recorded on the ex-dividend date. Interest income
is recorded on the accrual basis.
(e) The Fund has investments in short-term variable rate demand notes,
which are unsecured instruments. The Fund may be susceptible to credit risk
with respect to these notes to the extent the issuer defaults on its payment
obligation. The Fund's policy is to monitor the creditworthiness of the
issuer and does not anticipate nonperformance by these counterparties.
(f) Generally accepted accounting principles require that permanent
financial reporting and tax differences be reclassified to capital stock.
(2) INVESTMENT ADVISER AND MANAGEMENT AGREEMENT AND TRANSACTIONS WITH RELATED
PARTIES - The Fund has a management agreement with Robert W. Baird & Co.
Incorporated (''RWB''), with whom certain officers and directors of the Fund
are affiliated, to serve as investment adviser and manager. Under the terms of
the agreement, the Fund will pay RWB a monthly management fee at the annual
rate of 0.74% of the daily net assets of the Fund.
The Fund has adopted a Distribution Plan (the ''Plan''), pursuant to Rule 12b-1
under the Investment Company Act of 1940. The Plan provides that the Fund may
incur certain costs which may not exceed the lesser of a monthly amount equal to
0.45% per year of the Fund's daily net assets or the actual distribution costs
incurred by RWB during the year. Amounts paid under the Plan are paid monthly
to RWB for any activities or expenses primarily intended to result in the sale
of shares of the Fund.
FS-88
<PAGE> 223
During the year ended September 30, 1995, the Fund was advised that RWB received
$126,853 from investors representing commissions on sales of Fund shares and no
brokerage fees on the execution of purchases and sales of portfolio securities
were paid by the Fund to RWB.
(3) DISTRIBUTION TO SHAREHOLDERS - Net investment income and net realized
gains are distributed to shareholders. On October 25, 1995, a dividend from net
investment income of $403,996 ($0.1352 per share) was declared. In addition, the
Fund distributed $516,885 ($0.1730 per share) from net short-term realized
capital gains and $2,893,705 from net long-term realized capital gains ($0.9684
per share). The distributions will be paid on October 26, 1995, to shareholders
of record on October 24, 1995. The percentage of ordinary income which is
eligible for the corporate dividends received deduction for this income
distribution is 100%.
(4) INVESTMENT TRANSACTIONS - For the year ended September 30, 1995, purchases
and proceeds of sales of investment securities (excluding short-term
investments) were $10,287,754 and $15,546,942, respectively.
(5) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - As of September 30, 1995,
liabilities of the Fund included the following:
Payable to shareholders for redemptions.................. $62,101
Payable to RWB for management fees and
distribution fees..................................... 58,836
Other liabilities........................................ 25,434
(6) SOURCES OF NET ASSETS - As of September 30, 1995, the sources of net
assets were as follows:
Fund shares issued and outstanding .................. $39,359,052
Net unrealized appreciation on investments .......... 28,150,442
Accumulated net realized gains on investments ....... 3,410,590
Undistributed net investment income ................. 403,996
-----------
$71,324,080
===========
Aggregate net unrealized appreciation as of September 30, 1995, consisted of the
following:
Aggregate gross unrealized appreciation ............. $28,235,079
Aggregate gross unrealized depreciation ............. (84,637)
-----------
Net unrealized appreciation.......................... $28,150,442
===========
BAIRD
BLUE CHIP FUND
ANNUAL REPORT
SEPTEMBER 30, 1995
[Baird Logo]
[Baird Logo]
A NORTHWESTERN
MUTUAL COMPANY
Robert W. Baird & Co. Incorporated
777 E. Wisconsin Avenue, Milwaukee WI 53202
Phone 414 765-3500 - Toll Free 1-800-RW-BAIRD
Copyright 1995 Robert W. Baird & Co. Incorporated
FS-89
<PAGE> 224
REPORT OF INDEPENDENT ACCOUNTANTS
100 East Wisconsin Avenue
Suite 1500
Milwaukee, WI 53202
(Price Waterhouse Logo)
To the Shareholders and Board of Directors
of Baird Capital Development Fund, Inc.
In our opinion, the accompanying statement of net assets and the related
statements of operations and of changes in net assets and the financial
highlights present fairly, in all material respects, the financial position of
Baird Capital Development Fund, Inc. (the ''Fund'') at September 30, 1995, the
results of its operations for the year then ended, the changes in its net
assets for each of the two years in the period then ended and the financial
highlights for each of the ten years in the period then ended, in conformity
with generally accepted accounting principles. These financial statements and
financial highlights (hereafter referred to as ''financial statements'') are
the responsibility of the Fund's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these financial statements in accordance with generally accepted
auditing standards which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits, which included confirmation of securities at September 30, 1995 by
correspondence with the custodian, provide a reasonable basis for the opinion
expressed above.
/s/ Price Waterhouse LLP
October 25, 1995
FS-90
<PAGE> 225
BAIRD CAPITAL DEVELOPMENT FUND, INC.
STATEMENT OF NET ASSETS
September 30, 1995
LONG-TERM INVESTMENTS 82.4% (a)<F2>
<TABLE>
<CAPTION>
Quoted
Shares Cost Market Value
- ------- ---------- ------------
<S> <C> <C> <C>
COMMON STOCKS - 77.3% (a)<F2>
BANKS/SAVINGS & LOANS - 2.0%
46,500 Marshall & Ilsley Corp. $ 582,430 $1,168,312
COMPUTERS - 2.0%
45,000 Stratus Computer, Inc.*<F1> 1,403,475 1,181,250
CONSUMER PRODUCTS - DURABLES - 4.8%
40,000 Harley-Davidson, Inc. 265,750 975,000
65,000 Juno Lighting, Inc. 731,000 991,250
30,000 Kimball International, Inc. Cl B 778,379 840,000
---------- ----------
1,775,129 2,806,250
CONSUMER PRODUCTS - NON-DURABLES - 1.2%
28,000 Newell Co. 500,150 693,000
ENERGY/ENERGY SERVICES - 1.6%
25,000 Burlington Resources Inc. 974,125 968,750
FOOD & BEVERAGES - 1.5%
25,000 Universal Foods Corp. 782,860 871,875
HEALTH INDUSTRIES - 11.4%
90,000 Biomet, Inc.*<F1> 1,006,875 1,552,500
35,000 Dentsply International Inc. 1,133,750 1,207,500
10,000 Haemonetics Corp.*<F1> 220,800 230,000
30,000 Sofamor/Danek Group, Inc.*<F1> 480,950 832,500
20,000 St. Jude Medical, Inc.*<F1> 751,500 1,265,000
40,000 Sybron International Corp.*<F1> 998,860 1,610,000
---------- ----------
4,592,735 6,697,500
INDUSTRIAL SERVICES - 1.9%
13,800 Bandag, Inc. 731,120 729,675
7,400 Bandag, Inc. Cl A 319,428 360,750
---------- ----------
1,050,548 1,090,425
INSURANCE - 5.2%
10,000 Poe & Brown, Inc. 246,250 245,000
30,000 Progressive Corp. (Ohio) 1,065,210 1,342,500
35,000 Providian Corp. 809,870 1,452,500
---------- ----------
2,121,330 3,040,000
LEISURE/RESTAURANTS - 4.9%
97,600 Brinker International, Inc.*<F1> 1,699,528 1,451,800
181,200 Ryan's Family Steak Houses, Inc.*<F1> 1,367,125 1,426,950
---------- ----------
3,066,653 2,878,750
MACHINERY/TOOLS - 1.4%
24,000 Harnischfeger Industries, Inc. 599,200 801,000
MISCELLANEOUS-BUSINESS SERVICES - 1.3%
28,500 G & K Services, Inc. 281,625 662,625
5,000 On Assignment, Inc.*<F1> 81,650 126,875
---------- ----------
363,275 789,500
MISCELLANEOUS-CONSUMER MANUFACTURING - 2.3%
20,000 Lancaster Colony Corp. 612,500 680,000
35,000 LSI Industries Inc. 372,350 682,500
---------- ----------
984,850 1,362,500
</TABLE>
FS-91
<PAGE> 226
<TABLE>
<S> <C> <C> <C>
MISCELLANEOUS-FINANCE - 2.3%
13,000 Federal National Mortgage Association 677,710 1,345,500
PAPER/PACKAGING - 2.5%
18,800 Liqui-Box Corp. 652,255 556,950
38,500 Wausau Paper Mills Co. 717,199 933,625
---------- ----------
1,369,454 1,490,575
POLLUTION CONTROL - 2.4%
40,000 Browning-Ferris Industries, Inc. 1,206,207 1,215,000
25,000 Harding Associates, Inc.*<F1> 355,250 171,875
---------- ----------
1,561,457 1,386,875
PRINTING/PUBLISHING/FORMS - 2.3%
17,500 Banta Corp. 562,250 735,250
27,000 CCH INC. Cl B 556,875 600,750
---------- ----------
1,119,125 1,336,000
PRODUCER MANUFACTURING - 5.7%
70,000 Pall Corp. 1,102,096 1,627,500
24,200 Regal-Beloit Corp. 166,980 450,725
50,000 Watts Industries, Inc. 1,108,676 1,243,750
---------- ----------
2,377,752 3,321,975
RETAIL TRADE - 9.3%
90,000 Casey's General Stores, Inc. 844,375 2,036,250
60,000 Elek-Tek, Inc.*<F1> 764,375 285,000
115,000 Family Dollar Stores, Inc. 1,593,200 2,185,000
60,000 Mac Frugal's Bargains o Close-outs Inc.*<F1> 1,016,230 945,000
---------- ----------
4,218,180 5,451,250
SOFTWARE/SERVICE - 11.3%
15,000 Compuware Corp.*<F1> 607,500 330,000
80,000 Mentor Graphics Corp.*<F1> 802,500 1,670,000
45,000 Policy Management Systems Corp.*<F1> 1,446,368 2,306,250
80,000 SunGard Data Systems Inc.*<F1> 708,605 2,340,000
---------- ----------
3,564,973 6,646,250
WARRANTS- 0.0%
790 Windmere Warrants, 01/19/98*<F1> 0 0
---------- ----------
Total common stocks 33,685,411 45,327,537
U.S. TREASURY NOTES - 5.1% (a)<F2>
$3,000,000 U.S. Treasury Notes, 4.375%, due 8/15/96 3,019,218 2,965,314
---------- ----------
Total long-term investments 36,704,629 48,292,851
</TABLE>
FS-92
<PAGE> 227
<TABLE>
<S> <C> <C> <C>
SHORT-TERM INVESTMENTS 17.6% (a)<F2>
VARIABLE RATE DEMAND NOTES
$2,665,000 General Mills, Inc. $2,665,000 $2,665,000
2,850,000 Pitney Bowes Credit Corp. 2,850,000 2,850,000
1,998,440 Sara Lee Corp. 1,998,440 1,998,440
2,830,000 Wisconsin Electric Power Co. 2,830,000 2,830,000
---------- ----------
Total short-term investments 10,343,440 10,343,440
---------- ----------
Total investments $47,048,069 58,636,291
==========
Cash and receivables, less
liabilities - 0.0% (a)<F2> 9,433
----------
NET ASSETS $58,645,724
==========
Net Asset Value Per Share
($0.01 par value 20,000,000
shares authorized), redemption price
($58,645,724 divided by 2,234,499
shares outstanding) $ 26.25
==========
Maximum Offering Price Per Share
(net asset value plus 6.10% of the net
asset value or 5.75% of the offering
price calculated as $26.25 x 100 divided by 94.25) $ 27.85
==========
</TABLE>
*<F1>Non-income producing security.
(a)<F2>Percentages for the various classifications relate to net assets.
The accompanying notes to financial statements are an integral part of this
statement.
FS-93
<PAGE> 228
<TABLE>
<CAPTION>
STATEMENT OF OPERATIONS
For the Year Ended September 30, 1995
<S> <C>
INCOME:
Dividends $ 444,201
Interest 451,181
----------
Total income 895,382
----------
EXPENSES:
Management fees - Adviser 225,719
Management fees - Sub-Adviser 179,231
Distributor fees 148,437
Transfer agent fees 56,552
Administrative services 42,361
Printing and postage expense 32,315
Professional fees 18,196
Custodian fees 12,824
Registration fees 8,937
Other expenses 11,193
----------
Total expenses 735,765
----------
NET INVESTMENT INCOME 159,617
----------
NET REALIZED GAIN ON INVESTMENTS 5,612,531
NET INCREASE IN UNREALIZED APPRECIATION ON INVESTMENTS 3,054,593
----------
NET GAIN ON INVESTMENTS 8,667,124
----------
NET INCREASE IN NET ASSETS RESULTING FROM OPERATIONS $8,826,741
==========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
FS-94
<PAGE> 229
<TABLE>
<CAPTION>
STATEMENTS OF CHANGES IN NET ASSETS
For the Years Ended September 30, 1995 and 1994
<S> <C> <C>
1995 1994
---------- ----------
OPERATIONS:
Net investment income $ 159,617 $ 91,703
Net realized gain on investments 5,612,531 3,025,462
Net increase (decrease) in unrealized
appreciation on investments 3,054,593 (1,246,508)
---------- ----------
Net increase in net assets resulting
from operations 8,826,741 1,870,657
---------- ----------
DISTRIBUTIONS TO SHAREHOLDERS:
Distributions from net investment income
($0.02490 and $0.04375 per share, respectively) (56,619) (100,460)
Distributions from net realized gains
($1.1155 and $0.5313 per share, respectively) (2,536,513) (1,221,249)
---------- ----------
Total distributions (2,593,132)**<F4> (1,321,709)*<F3>
---------- ----------
FUND SHARE ACTIVITIES:
Proceeds from shares issued
(195,408 and 395,526 shares, respectively) 4,530,286 9,199,212
Net asset value of shares issued in distributions
(57,724 and 30,019 shares, respectively) 1,286,104 692,008
Cost of shares redeemed (304,827
and 381,575 shares, respectively) (7,211,431) (8,802,392)
---------- ----------
Net (decrease) increase in net assets
derived from Fund share activities (1,395,041) 1,088,828
---------- ----------
TOTAL INCREASE 4,838,568 1,637,776
NET ASSETS AT THE BEGINNING OF THE YEAR 53,807,156 52,169,380
---------- ----------
NET ASSETS AT THE END OF THE YEAR
(including undistributed net investment income
of $159,464 and $56,574, respectively) $58,645,724 $53,807,156
========== ==========
</TABLE>
*<F3>Total distributions include $997,958 of ordinary income, of which 57% is
eligible for the corporate dividends received deduction.
**<F4>Total distributions include $136,886 of ordinary income, of which 72% is
eligible for the corporate dividends received deduction.
The accompanying notes to financial statements are an integral part of this
statement.
FS-95
<PAGE> 230
FINANCIAL HIGHLIGHTS
(Selected Data for each share of the Fund outstanding throughout each year)
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------
YEARS ENDED SEPTEMBER 30,
-----------------------------------------------------------------------------
1995 1994 1993 1992 1991 1990 1989 1988 1987 1986
----- ----- ----- ----- ----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
PER SHARE OPERATING
PERFORMANCE:
Net asset value,
beginning of year $23.54 $23.27 $21.67 $21.35 $15.38 $19.16 $14.81 $18.50 $15.44 $13.33
Income from investment
operations:
Net investment
income (loss) 0.07 0.04 0.04 0.11 0.13 0.19 0.14 (0.03) (0.04) (0.12)
Net realized and
unrealized gains (losses)
on investments**<F6> 3.78 0.80 3.54 2.17 6.77 (3.86) 4.21 (2.54) 3.19 4.28
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from investment
operations 3.85 0.84 3.58 2.28 6.90 (3.67) 4.35 (2.57) 3.15 4.16
Less distributions:
Dividends from net
investment income (0.02) (0.04) (0.08) (0.10) (0.20) (0.11) - - - -
Distributions from net
realized gains (1.12) (0.53) (1.90) (1.86) (0.73) - - (1.12) (0.09) (2.05)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Total from distributions (1.14) (0.57) (1.98) (1.96) (0.93) (0.11) - (1.12) (0.09) (2.05)
------ ------ ------ ------ ------ ------ ------ ------ ------ ------
Net asset value,
end of year $26.25 $23.54 $23.27 $21.67 $21.35 $15.38 $19.16 $14.81 $18.50 $15.44
====== ====== ====== ====== ====== ====== ====== ====== ====== ======
TOTAL INVESTMENT
RETURN***<F7> 17.2% 3.7% 17.9% 11.6% 47.8% (19.3%) 29.4% (12.8%) 20.6% 35.8%
RATIOS/SUPPLEMENTAL DATA:
Net assets, end of
year (in 000's $) 58,646 53,807 52,169 38,236 26,713 18,454 21,372 18,868 23,052 10,233
Ratio of expenses to
average net assets*<F5> 1.3% 1.4% 1.4% 1.6% 1.7% 1.7% 1.7% 2.3% 2.5% 2.1%
Ratio of net investment
income (loss) to
average net assets 0.3% 0.2% 0.2% 0.5% 0.7% 1.1% 0.3% (0.6%) (0.4%) (0.5%)
Portfolio turnover rate 20.4% 29.5% 25.2% 47.7% 64.1% 63.8% 50.5% 55.6% 80.1% 41.9%
</TABLE>
*<F5>Includes a maximum 1% distribution fee through December 12, 1985, a
maximum .75% distribution fee from June 21, 1986 through September 30, 1988
and a maximum .45% distribution fee beginning October 1, 1988.
**<F6>On a per share basis this amount may not agree with the net realized and
unrealized gains (losses) experienced on the portfolio securities for the
period because of the timing of sales and repurchases of the Fund's shares in
relation to fluctuating market values of the portfolio
***<F7>Total return does not include the sales load.
The accompanying notes to financial statements are an integral part of this
statement.
FS-96
<PAGE> 231
NOTES TO FINANCIAL STATEMENTS
September 30, 1995
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - The following is a summary of
significant accounting policies of the Baird Capital Development Fund, Inc.
(the ''Fund''), which is registered under the Investment Company Act of 1940.
The Fund was incorporated under the laws of Wisconsin on February 21, 1984.
(a) Each security, excluding short-term investments, is valued at the last sale
price reported by the principal security exchange on which the issue is
traded, or if no sale is reported, the latest bid price. Securities which are
traded over-the-counter are valued at the latest bid price. Securities for
which quotations are not readily available are valued at fair value as
determined by the investment adviser under the supervision of the Board of
Directors. Short-term investments are valued at amortized cost which
approximates quoted market value. Investment transactions are recorded no
later than the first business day after the trade date. Cost amounts, as
reported on the statement of net assets, are the same for Federal income tax
purposes.
(b) Net realized gains and losses on common stock are computed on the basis of
the cost of specific certificates.
(c) Provision has not been made for Federal income taxes since the Fund has
elected to be taxed as a ''regulated investment company'' and intends to
distribute substantially all income to its shareholders and otherwise comply
with the provisions of the Internal Revenue Code applicable to regulated
investment companies.
(d) Dividend income is recorded on the ex-dividend date. Interest income is
recorded on the accrual basis.
(e) The Fund has significant investments in short-term variable rate demand
notes, which are unsecured instruments. The Fund may be susceptible to credit
risk with respect to these notes to the extent the issuer defaults on its
payment obligation. The Fund's policy is to monitor the creditworthiness of
the issuer and does not anticipate nonperformance by these counterparties.
(f) Generally accepted accounting principles require that permanent financial
reporting and tax differences be reclassified to capital stock.
(2) INVESTMENT ADVISER AND MANAGEMENT AGREEMENT AND TRANSACTIONS WITH RELATED
PARTIES - The Fund has a management agreement with Fiduciary Management, Inc.
(''FMI''), to serve as investment adviser and manager. Under the terms of the
agreement, the Fund will pay FMI a monthly management fee at the annual rate of
0.4125% of the daily net assets of the Fund. The Fund has an administrative
agreement with FMI to supervise all aspects of the Fund's operations except
those performed by FMI pursuant to the management agreement. Under the terms of
the agreement, the Fund will pay FMI a monthly administrative fee at the annual
rate of 0.1% of the daily net assets up to and including $30,000,000 and 0.05%
of the daily net assets of the Fund in excess of $30,000,000.
The Fund has a sub-advisory agreement with Robert W. Baird & Co. Incorporated
(''RWB''), with whom certain officers and directors of the Fund are affiliated,
to serve as the sub-advisor. Under the terms of the agreement, the Fund will
pay RWB a monthly sub-advisory fee at the annual rate of 0.3275% of the daily
net assets of the Fund.
FS-97
<PAGE> 232
The Fund has adopted a Distribution Plan (the ''Plan''), pursuant to Rule 12b-1
under the Investment Company Act of 1940, with RWB. The Plan provides that the
Fund may incur certain costs which may not exceed the lesser of a monthly
amount equal to 0.45% per year of the Fund's daily net assets or the actual
distribution costs incurred by RWB during the year. Amounts paid under the Plan
are paid monthly to RWB for any activities or expenses primarily intended to
result in the sale of shares of the Fund.
During the year ended September 30, 1995, the Fund was advised that RWB
received $97,202 from investors representing commissions on sales of Fund
shares and $21,221 from the Fund for brokerage fees on the execution of
purchases and sales of portfolio securities.
(3) DISTRIBUTION TO SHAREHOLDERS - Net investment income and net realized gains
are distributed to shareholders. On October 25, 1995, a dividend from net
investment income of $159,464 ($0.0723 per share) was declared. In addition,
the Fund distributed $5,612,454 ($2.5432 per share) from net long-term realized
gains. The distributions will be paid on October 26, 1995 to shareholders of
record on October 24, 1995. The percentage of ordinary income which is
eligible for the corporate dividends received deduction for this income
distribution is 100%.
(4) INVESTMENT TRANSACTIONS - For the year ended September 30, 1995, purchases
and proceeds of sales of investment securities (excluding short-term
securities) were $10,030,374 and $20,210,990, respectively.
(5) ACCOUNTS PAYABLE AND ACCRUED LIABILITIES - As of September 30, 1995,
liabilities of the Fund included the following:
<TABLE>
<S> <C>
Payable to shareholders for redemptions $91,302
Payable to FMI and RWB for management,
service and distribution fees 51,861
Other liabilities 10,835
</TABLE>
(6) SOURCES OF NET ASSETS - As of September 30, 1995, the sources of net assets
were as follows:
<TABLE>
<S> <C>
Fund shares issued and outstanding $41,285,584
Net unrealized appreciation on investments 11,588,222
Accumulated net realized gains on investments 5,612,454
Undistributed net investment income 159,464
-----------
$58,645,724
===========
</TABLE>
Aggregate net unrealized appreciation as of September 30, 1995, consisted of
the following:
<TABLE>
<S> <C>
Aggregate gross unrealized appreciation $13,226,934
Aggregate gross unrealized depreciation (1,638,712)
-----------
Net unrealized appreciation $11,588,222
===========
</TABLE>
FS-98
<PAGE> 233
[Baird Logo]
A NORTHWESTERN BAIRD CAPITAL
MUTUAL COMPANY DEVELOPMENT FUND
Robert W. Baird & Co. Incorporated
777 E. Wisconsin Avenue, Milwaukee, WI 53202 ANNUAL
Phone 414 765-3500. Toll Free 1-800-RW-BAIRD REPORT
Copyright 1995 Robert W. Baird & Co. Incorporated
SEPTEMBER 30, 1995
[BAIRD LOGO]
FS-99
<PAGE> 234
PART C
OTHER INFORMATION
Item 24 (a) Financial Statements:
1. AIM Charter Fund - Retail Classes (Class A and Class B)
In Part A:
None
In Part B:
(1) Independent Auditors' Report
(2) Financial Statements as of October 31, 1995 (audited)
In Part C:
None
2. AIM Charter Fund - Institutional Class
In Part A:
None
In Part B:
(1) Independent Auditors' Report
(2) Financial Statements as of October 31, 1995 (audited)
In Part C:
None
3. AIM Weingarten Fund - Retail Classes (Class A and Class B)
In Part A:
None
In Part B:
(1) Independent Auditors' Report
(2) Financial Statements as of October 31, 1995 (audited)
In Part C:
None
4. AIM Weingarten Fund - Institutional Class
In Part A:
None
In Part B:
(1) Independent Auditors' Report
(2) Financial Statements as of October 31, 1995 (audited)
In Part C:
None
<PAGE> 235
5. AIM Constellation Fund - Retail Class (Class A)
In Part A:
None
In Part B:
(1) Independent Auditors' Report
(2) Financial Statements as of October 31, 1995 (audited)
In Part C:
None
6. AIM Constellation Fund - Institutional Class
In Part A:
None
In Part B:
(1) Independent Auditor's Report
(2) Financial Statements as of October 31, 1995 (audited)
In Part C:
None
7. AIM Aggressive Growth Fund - Retail Class (Class A)
In Part A:
None
In Part B:
(1) Independent Auditor's Report
(2) Financial Statements as of October 31, 1995 (audited)
In Part C:
None
8. AIM Blue Chip Fund - Retail Class (Class A)
In Part A:
Financial Highlights of Baird Blue Chip Fund, Inc.
In Part B:
(1) Baird Blue Chip Fund, Inc. Independent Auditor's
Report
(2) Financial Statements of Baird Blue Chip Fund,
Inc. as of September 30, 1995 (audited)
In Part C:
None
C-2
<PAGE> 236
9. AIM Capital Development Fund - Retail Class (Class A)
In Part A:
Financial Highlights of Baird Capital Development Fund,
Inc.
In Part B:
(1) Baird Capital Development Fund, Inc. Independent
Auditor's Report
(2) Financial Statements of Baird Capital Development
Fund, Inc. as of September 30, 1995 (audited)
In Part C:
None
(b) Exhibits
<TABLE>
<CAPTION>
Exhibit
Number Description
- ------ -----------
<S> <C> <C>
(1) (a) - Articles Supplementary, as filed with the State of Maryland on December 19, 1995 was filed
electronically as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby
incorporated by reference.
(b) - Articles Supplementary, as filed with the State of Maryland on June 5, 1995, was filed electronically
as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by
reference.
(c) - Articles of Amendment, as filed with the State of Maryland on June 5, 1995, was filed electronically as
an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by
reference.
(d) - Articles Supplementary, as filed with the State of Maryland on October 8, 1993, was filed as an Exhibit
to Post-Effective Amendment No. 43 on February 28, 1994, and was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(e) - Articles Supplementary, as filed with the State of Maryland on December 23, 1991, were filed as an
Exhibit to Post-Effective Amendment No. 40 on February 26, 1992, and was filed electronically as an
Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by
reference.
(f) - Articles Supplementary, as filed with the State of Maryland on March 27, 1991, were filed as an Exhibit
to Post-Effective Amendment No. 40 on February 26, 1992, and was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(g) - Articles of Incorporation of Registrant, as filed with the State of Maryland on May 20, 1988, were
filed as an Exhibit to Post-Effective Amendment No. 34 on June 13, 1988, and was filed electronically
as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by
reference.
(2) (a) - Second Amendment, dated September 28, 1994, to Amended and Restated By-Laws was filed as an Exhibit to
Post-Effective Amendment No. 44 on February 24, 1995, and is hereby incorporated by reference.
</TABLE>
C-3
<PAGE> 237
<TABLE>
<S> <C> <C>
(b) - First Amendment, dated April 22, 1991, to Amended and Restated By-Laws was filed as an Exhibit to
Post-Effective Amendment No. 40 on February 26, 1992, and is hereby incorporated by reference.
(c) - Amended and Restated By-Laws of the Registrant were filed as an Exhibit to Post-Effective Amendment No.
37 on February 28, 1990, and are hereby incorporated by reference.
(d) - By-Laws of Registrant were filed as an Exhibit to Post-Effective Amendment No. 34 on June 13, 1988.
(3) - None.
(4) (a) - Form of specimen certificate of shares of Registrant's AIM Blue Chip Fund was filed electronically as
an Exhibit to Registrant's AIM Blue Chip Fund registration statement on Form N-14 on December 29, 1995
and is hereby incorporated by reference.
(b) - Form of specimen certificate of shares of Registrant's AIM Capital Development Fund was filed electronically
as an Exhibit to Registrant's AIM Capital Development Fund registration statement on Form N-14 on
December 29, 1995 and is hereby incorporated by reference.
(c) - Forms of specimen certificates for shares of common stock of Registrant's AIM Aggressive Growth Fund
and the Retail Classes were filed as an Exhibit to Post-Effective Amendment No. 44 on February 24,
1995, and are hereby incorporated by reference.
(d) - Form of specimen certificate for shares of common stock of Registrant's AIM Aggressive Growth Fund was
filed as an Exhibit to Post-Effective Amendment No. 42 on August 16, 1993.
(e) - Forms of specimen certificates for shares of common stock of Registrant's Institutional Classes were
filed as an Exhibit to Post-Effective Amendment No. 39 on March 1, 1991, and are hereby incorporated by
reference.
(f) - Forms of specimen certificates for shares of common stock of Registrant's Retail Classes were filed as
an Exhibit to Post-Effective Amendment No. 34 on June 13, 1988.
(5) (a) - (1) Form of Amendment No. 2 to the Master Investment Advisory Agreement dated October 18, 1993 between
Registrant and A I M Advisors, Inc. was filed as an Exhibit to Registrant's AIM Blue Chip Fund registration
statement on Form N-14 on December 29, 1995 and is hereby incorporated by reference.
(2) Amendment No. 1, dated November 14, 1994, to the Master Investment Advisory Agreement, dated
October 18, 1993, between Registrant and A I M Advisors, Inc. was filed as an Exhibit to Post-Effective
Amendment No. 44 on February 24, 1995, and was filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(3) Master Investment Advisory Agreement, dated October 18, 1993, between Registrant and A I M
Advisors, Inc. was filed as an Exhibit to Post-Effective Amendment No. 43 on February 28, 1994, and was
filed electronically as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is
hereby incorporated by reference.
</TABLE>
C-4
<PAGE> 238
<TABLE>
<S> <C> <C>
(4) Investment Advisory Agreement, dated August 6, 1993, between Registrant's AIM Aggressive Growth
Fund and A I M Advisors, Inc., was filed as an Exhibit to Post-Effective Amendment No. 43 on February
28, 1994.
(5) Investment Advisory Agreement, dated September 30, 1988, between Registrant and A I M Advisors,
Inc., was filed as an Exhibit to Post-Effective Amendment No. 38 on February 28, 1991.
(b) - (1) Master Sub-Advisory Agreement, dated October 18, 1993, between Registrant, A I M Advisors, Inc.
and A I M Capital Management, Inc., was filed as an Exhibit to Post-Effective Amendment No. 43 on
February 28, 1994, and is hereby incorporated by reference.
(2) Sub-Advisory Agreement, dated September 30, 1988, between Registrant, A I M Advisors, Inc. and
A I M Capital Management, Inc., was filed as an Exhibit to Post-Effective Amendment No. 38 on
February 28, 1991.
(6) (a) - Form of Amendment No. 1 to Master Distribution Agreement, dated October 18, 1993, between Registrant
and A I M Distributors, Inc., was filed electronically as an Exhibit to Registrant's AIM Blue Chip Fund
registration statement on Form N-14 on December 29, 1995 and is hereby incorporated by reference.
(b) - Master Distribution Agreement, dated June 14, 1995, between Registrant (on behalf of the portfolio's
Class B shares) and A I M Distributors, Inc. was filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(c) - Master Distribution Agreement, dated October 18, 1993, between Registrant and Fund Management Company,
was filed as an Exhibit to Post-Effective Amendment No. 43 on February 28, 1994, and is hereby
incorporated by reference.
(d) - Master Distribution Agreement, dated October 18, 1993, between Registrant and A I M Distributors, Inc.
was filed as an Exhibit to Post-Effective Amendment No. 43 on February 28, 1994, and was filed
electronically as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby
incorporated by reference.
(e) - Distribution Agreement, dated August 6, 1993, between Registrant's AIM Aggressive Growth Fund and A I M
Distributors, Inc., was filed as an Exhibit to Post-Effective Amendment No. 43 on February 28, 1994.
(f) - Distribution Agreement, dated March 15, 1991, between Registrant and Fund Management Company, was filed
as an Exhibit to Post-Effective Amendment No. 39 on March 1, 1991.
(g) - Distribution Agreement, dated May 24, 1988, between Registrant and A I M Distributors, Inc., was filed
as an Exhibit to Post-Effective Amendment No. 38 on February 28, 1991.
(7) (a) - Retirement Plan for Registrant's Non-Affiliated Directors, effective as of March 8, 1994, as restated
September 18, 1995, was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on
December 29, 1995 and is hereby incorporated by reference.
(b) - Retirement Plan for Registrant's Non-Affiliated Directors was filed as an Exhibit to Post-Effective
Amendment No. 44 on February 24, 1995.
</TABLE>
C-5
<PAGE> 239
<TABLE>
<S> <C> <C>
(c) - Form of Deferred Compensation Agreement for Registrant's Non-Affiliated Directors as approved on
December 5, 1995, was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on December
29, 1995 and is hereby incorporated by reference.
(d) - Form of Deferred Compensation Agreement for Registrant's Non-Affiliated Directors was filed as an
Exhibit to Post-Effective Amendment No. 44 on February 24, 1995.
(8) (a) - (1) Amendment No. 2, dated September 19, 1995, to the Custodian Contract, dated October 1, 1992,
between Registrant and State Street Bank and Trust Company was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(2) Amendment No. 1, dated October 15, 1993, to the Custodian Contract, dated October 1, 1992, between
Registrant and State Street Bank and Trust Company was filed electronically as an Exhibit to Post-
Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(3) Custodian Contract, dated October 1, 1992, between Registrant and State Street Bank and Trust
Company, was filed as an Exhibit to Post-Effective Amendment No. 41 on February 26, 1993, and was filed
electronically as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby
incorporated by reference.
(b) - Subcustodian Agreement, dated September 9, 1994, between Registrant, Texas Commerce Bank National
Association, State Street Bank and Trust Company and A I M Fund Services, Inc., was filed as an Exhibit
to Post-Effective Amendment No. 44 on February 24, 1995, and is hereby incorporated by reference.
(9) (a) - (1) Transfer Agency and Service Agreement, dated July 1, 1995, between Registrant and A I M
Institutional Fund Services, Inc. was filed electronically as an Exhibit to Post-Effective Amendment
No. 47 on December 29, 1995 and is hereby incorporated by reference.
(2) Transfer Agency and Service Agreement, dated November 1, 1994, between Registrant and A I M Fund
Services, Inc. was filed as an Exhibit to Post-Effective Amendment No. 44 on February 24, 1995, and is
hereby incorporated by reference.
(3) Amendment No. 3, dated April 1, 1994, to the Transfer Agency and Registrar Agreement dated May 15,
1992, as amended, between Registrant and The Shareholder Services Group, Inc. was filed as an Exhibit
to Post-Effective Amendment No. 44 on February 24, 1995.
(4) Amendment No. 2, dated October 15, 1993, to the Transfer Agency and Registrar Agreement dated May
15, 1992, as amended, between Registrant and The Shareholder Services Group, Inc. was filed as an
Exhibit to Post-Effective Amendment No. 44 on February 24, 1995.
(5) Transfer Agency and Service Agreement, dated July 6, 1992, between State Street Bank and Trust
Company and Registrant with respect to the Institutional Classes, was filed as an Exhibit to
Post-Effective Amendment No. 41 on February 26, 1993.
(6) Transfer Agency and Registrar Agreement, dated May 15, 1992, as amended as of May 15, 1992, between
The Shareholder Services Group, Inc. and Registrant with respect to the Retail Classes, was filed as an
Exhibit to Post-Effective Amendment No. 41 on February 26, 1993.
</TABLE>
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<TABLE>
<S> <C>
(7) Transfer Agency Agreement, dated May 15, 1989, between Registrant and TAC Shareholder Services,
Inc. was filed as an Exhibit to Post-Effective Amendment No. 37 on February 28, 1990.
(b) - (1) Addendum No. 2, dated October 12, 1995, to the Remote Access and Related Services Agreement, dated
December 23, 1994, between Registrant and First Data Investor Services Group (formerly The Shareholder
Services Group, Inc.) was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on
December 29, 1995 and is hereby incorporated by reference.
(2) Amendment No. 1, dated October 4, 1995, to the Remote Access and Related Services Agreement, dated
December 23, 1994, between Registrant and First Data Investor Services Group (formerly The Shareholder
Services Group, Inc.) was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on
December 29, 1995 and is hereby incorporated by reference.
(3) Remote Access and Related Services Agreement, dated December 23, 1994, between Registrant and First
Data Investor Services Group (formerly The Shareholder Services Group, Inc.) was filed as an Exhibit to
Post-Effective Amendment No. 44 on February 24, 1995, and was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(4) Shareholder Sub-Accounting Services Agreement between Registrant, First Data Investor Services
Group (formerly The Shareholder Services Group, Inc.), Financial Data Services Inc. and Merrill Lynch,
Pierce, Fencer & Smith Inc., dated July 1, 1990, was filed as an Exhibit to Post-Effective Amendment
No. 40 on February 26, 1992, and is hereby incorporated by reference.
(c) - (1) Agreement and Plan of Reorganization between Registrant and Baird Blue Chip Fund, Inc. dated
December 20, 1995 was filed electronically as an Appendix to Part A of Registrant's AIM Blue Chip Fund
registration statement on Form N-14 on December 29, 1995 and is hereby incorporated by reference.
(2) Agreement and Plan of Reorganization between Registrant and Baird Capital Development Fund, Inc.
dated December 20, 1995 was filed electronically as an Appendix to Part A of Registrant's AIM Capital
Development Fund registration statement on Form N-14 on December 29, 1995 and is hereby incorporated by
reference.
(3) Agreement and Plan of Merger, dated September 30, 1988, was filed as an Exhibit to Post-Effective
Amendment No. 35 on September 30, 1988, and is hereby incorporated by reference.
(4) Articles of Merger, dated September 30, 1988, was filed as an Exhibit to Post-Effective Amendment
No. 35 on September 30, 1988, and is hereby incorporated by reference.
(d) - (1) Form of Amendment No. 1 to the Master Administrative Services Agreement dated October 18, 1993,
between Registrant and A I M Advisors, Inc. was filed electronically as an Exhibit to Registrant's AIM
Blue Chip Fund registration statement on Form N-14 on December 29, 1995 and is hereby incorporated by
reference.
(2) Master Administrative Services Agreement, dated October 18, 1993, between Registrant and A I M
Advisors, Inc., was filed as an Exhibit to Post-Effective Amendment No. 43 on February 28, 1994, and
was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is
hereby incorporated by reference.
(3) Amendment No. 4, dated November 1, 1994, to the Administrative Services Agreement, dated October
18, 1993, between A I M Advisors, Inc. and A I M Fund Services, Inc. was filed electronically as an
Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by
reference.
</TABLE>
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<PAGE> 241
<TABLE>
<S> <C> <C>
(4) Amendment No. 3, dated September 16, 1994, to the Administrative Services Agreement, dated October
18, 1993, between A I M Advisors, Inc. and A I M Fund Services, Inc. was filed as an Exhibit to Post-
Effective Amendment No. 44 on February 24, 1995, and was filed electronically as an Exhibit to Post-
Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(5) Amendment No. 2, dated July 1, 1994, to the Administrative Services Agreement, dated October 18,
1993, between A I M Advisors, Inc. and A I M Fund Services, Inc. was filed as an Exhibit to Post-
Effective Amendment No. 44 on February 24, 1995, and was filed electronically as an Exhibit to Post-
Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(6) Amendment No. 1, dated May 11, 1994, to the Administrative Services Agreement, dated October 18,
1993, between A I M Advisors, Inc. and A I M Fund Services, Inc. was filed as an Exhibit to Post-
Effective Amendment No. 44 on February 24, 1995, and was filed electronically as an Exhibit to Post-
Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(7) Administrative Services Agreement, dated October 18, 1993, by and between A I M Advisors, Inc. and
A I M Fund Services, Inc. on behalf of the Retail Classes was filed as an Exhibit to Post-Effective
Amendment No. 43 on February 28, 1994, and was filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(8) Administrative Services Agreement, dated September 16, 1994, between A I M Advisors, Inc. and A I M
Institutional Fund Services, Inc. on behalf of the Institutional Classes, was filed as an Exhibit to
Post-Effective Amendment No. 44 on February 24, 1995.
(9) Administrative Services Agreement, dated August 6, 1993, between Registrant's AIM Aggressive Growth
Fund and A I M Advisors, Inc., was filed as an Exhibit to Post-Effective Amendment No. 43 on February
28, 1994.
(10) Administrative Services Agreement, dated June 11, 1989, between Registrant and A I M Advisors,
Inc., was filed as an Exhibit to Post-Effective Amendment No. 37 on February 28, 1990.
(10) (a) - Opinion of Ballard Spahr Andrews & Ingersoll was filed as an Exhibit to Registrant's Rule 24f-2 Notice
for the fiscal year ending October 31, 1995 on December 22, 1995.
(11) (a) - Consent of KPMG Peat Marwick LLP is filed herewith electronically.
(b) - Consent of Tait, Weller & Baker is filed herewith electronically.
(c) - Consents of Price Waterhouse LLP is filed herewith electronically.
(d) - Consent of Ballard Spahr Andrews & Ingersoll is filed herewith electronically.
(12) - Financial Statements - None.
</TABLE>
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<TABLE>
<S> <C> <C>
(13) - None.
(14) (a) - Revised form of Registrant's IRA Documents was filed as an Exhibit to Post-Effective Amendment No. 42
on August 16, 1993, and is hereby incorporated by reference.
(b) - Revised form of Registrant's Simplified Employee Pension - Individual Retirement Accounts Contribution
Agreement was filed as an Exhibit to Post-Effective Amendment No. 42 on August 16, 1993, and is hereby
incorporated by reference.
(c) - Form of Registrant's Combination Profit Sharing-Money Purchase Plan and Trust was filed as an Exhibit
to Post-Effective Amendment No. 38 on February 28, 1991, and is hereby incorporated by reference.
(d) - Form of Registrant's 403(b) Plan was filed as an Exhibit to Post-Effective Amendment No. 37 on February
28, 1990, and is hereby incorporated by reference.
(15) (a) - (1) Form of Amendment No. 1 to the Amended Master Distribution Plan dated September 27, 1993, as
amended, was filed electronically as an Exhibit to Registrant's AIM Blue Chip Fund registration
statement on Form N-14 on December 29, 1995 and is hereby incorporated by reference.
(2) Registrant's Master Distribution Plan for the Class B shares of AIM Charter Fund and AIM Weingarten
Fund, dated June 14, 1995, was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on
December 29, 1995 and is hereby incorporated by reference.
(3) Registrant's Amended Master Distribution Plan for Retail Classes dated September 27, 1993, as
amended March 8, 1994 and September 10, 1994, was filed as an Exhibit to Post-Effective Amendment No.
44 on February 24, 1995, and was filed electronically as an Exhibit to Post-Effective Amendment No. 47
on December 29, 1995 and is hereby incorporated by reference.
(4) Registrant's Amended Master Distribution Plan for Retail Classes and AIM Aggressive Growth Fund,
dated September 27, 1993, as amended March 8, 1994, was filed as an Exhibit to Post-Effective Amendment
No. 44 on February 24, 1995.
(5) Registrant's Master Distribution Plan for Retail Classes and AIM Aggressive Growth Fund, dated
September 27, 1993, was filed as an Exhibit to Post-Effective Amendment No. 43 on February 28, 1994.
(6) Registrant's Amended Distribution Plan for AIM Aggressive Growth Fund, dated August 6, 1993, was
filed as an Exhibit to Post-Effective Amendment No. 43 on February 28, 1994.
(7) Registrant's Amended Distribution Plans for Retail Classes, dated September 5, 1991, were filed as
an Exhibit to Post-Effective Amendment No. 40 on February 26, 1992.
(b) - (1) Form of Shareholder Service Agreement to be used in connection with Registrants' Master 12b-1 Plan
was filed electronically as an Exhibit to Registrant's AIM Blue Chip Fund registration statement on
Form N-14 on December 29, 1995 and is hereby incorporated by reference.
(2) Form of Shareholder Service Agreement to be used in connection with Registrant's Master 12b-1 Plan
was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is
hereby incorporated by reference.
</TABLE>
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<TABLE>
<S> <C>
(3) Form of Shareholder Service Agreement to be used in connection with Registrant's Master 12b-1 Plan
was filed as an Exhibit to Post-Effective Amendment No. 42 on August 16, 1993.
(4) Form of Shareholder Service Agreement to be used in connection with Registrant's AIM Aggressive
Growth Fund's 12b-1 Plan was filed as an Exhibit to Post-Effective Amendment No. 42 on August 16, 1993.
(5) Form of Dealer Assistance Agreement to be used in connection with Registrant's 12b-1 Plan was filed
as an Exhibit to Post-Effective Amendment No. 34 on June 13, 1988.
(c) - (1) Form of Bank Shareholder Service Agreement to be used in connection with Registrants' Master 12b-1
Plan was filed electronically as an Exhibit to Registrant's AIM Blue Chip Fund registration statement
on Form N-14 on December 29, 1995, and is hereby incorporated by reference.
(2) Form of Bank Shareholder Service Agreement to be used in connection with Registrant's Master 12b-1
Plan was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and
is hereby incorporated by reference.
(3) Form of Bank Shareholder Service Agreement to be used in connection with Registrant's Master 12b-1
Plan was filed as an Exhibit to Post-Effective Amendment No. 42 on August 16, 1993.
(4) Form of Bank Shareholder Service Agreement to be used in connection with Registrant's AIM
Aggressive Growth Fund's 12b-1 Plan was filed as an Exhibit to Post-Effective Amendment No. 42 on
August 16, 1993.
(5) Form of Bank Shareholder Service Agreement to be used in connection with Registrant's 12b-1 Plan
was filed as an Exhibit to Post-Effective Amendment No. 34 on June 13, 1988.
(d) - (1) Form of Variable Group Annuity Contractholder Service Agreements to be used in connection with
Registrant's Master 12b-1 Plan was filed as an Exhibit to Post-Effective Amendment No. 42 on August 16,
1993, and was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on December 29,
1995 and is hereby incorporated by reference.
(2) Form of Variable Group Annuity Contractholder Service Agreement to be used in connection with
Registrant's 12b-1 Plan was filed as an Exhibit to Post-Effective Amendment No. 40 on February 26,
1992.
(e) - (1) Form of Service Agreement for Certain Retirement Plans (for Retail Classes) to be used in
connection with Registrant's Master 12b-1 Plan was filed electronically as an Exhibit to Registrant's
AIM Blue Chip Fund registration statement on Form N-14 on December 29, 1995 and is hereby incorporated
by reference.
(2) Form of Service Agreement for Certain Retirement Plans (for the Institutional Classes) to be used
in connection with Registrant's Master 12b-1 Plan was filed electronically as an Exhibit to Post-
Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by reference.
(3) Form of Service Agreement for Certain Retirement Plans (for the Retail Classes) to be used in
connection with Registrant's Master 12b-1 Plan was filed electronically as an
</TABLE>
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<TABLE>
<S> <C> <C>
Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by
reference.
(f) - (1) Forms of Bank Trust Department Agreements to be used in connection with Registrants' Master 12b-1
Plan were filed electronically as an Exhibit to Registrant's AIM Blue Chip Fund registration statement
on Form N-14 on December 29, 1995 and are hereby incorporated by reference.
(2) Forms of Bank Trust Department Agreements to be used in connection with Registrant's 12b-1 Plan were
filed electronically as an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and are hereby
incorporated by reference.
(16) - Schedule of Performance Quotations was filed as an Exhibit to Post-Effective Amendment No. 35 on
September 30, 1988, and is hereby incorporated by reference.
(18) (a) - (1) Amended Multiple Class Plan (Rule 18f-3), as amended December 4, 1995, was filed electronically as
an Exhibit to Post-Effective Amendment No. 47 on December 29, 1995 and is hereby incorporated by
reference.
(2) Form of Multiple Class (Rule 18f-3) Plan was electronically filed as an Exhibit to Post-Effective
Amendment No. 46 on June 6, 1995, and is hereby incorporated by reference.
(27) - Financial Data Schedule was filed electronically as an Exhibit to Post-Effective Amendment No. 47 on
December 29, 1995 and is hereby incorporated by reference.
</TABLE>
Item 25. Persons Controlled by or under Common Control With Registrant
Furnish a list or diagram of all persons directly or indirectly
controlled by or under common control with the Registrant and as to each such
person indicate (1) if a company, the state or other sovereign power under the
laws of which it is organized, and (2) the percentage of voting securities
owned or other basis of control by the person, if any, immediately controlling
it.
None.
Item 26. Number of Holders of Securities
State in substantially the tabular form indicated, as of a specified
date within 90 days prior to the date of filing, the number of record holders
of each class of securities of the Registrant.
<TABLE>
<CAPTION>
Number of Record Holders
Title Class as of December 1, 1995
----------- -----------------------
<S> <C> <C>
Retail Class: Class A Class B
AIM Charter Fund 99,760 7,470
AIM Weingarten Fund 274,376 4,987
AIM Constellation Fund 441,288 N/A
AIM Aggressive Growth Fund 136,296 N/A
</TABLE>
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<TABLE>
<CAPTION>
Number of Record Holders
Title Class as of December 1, 1995
----------- -----------------------
<S> <C>
Institutional Class:
AIM Charter Fund 8
AIM Weingarten Fund 10
AIM Constellation Fund 23
</TABLE>
Item 27. Indemnification
State the general effect of any contract, arrangement or statute under
which any director, officer, underwriter or affiliated person of the
Registrant is insured or indemnified in any manner against any
liability which may be incurred in such capacity, other than insurance
provided by any director, officer, affiliated person or underwriter
for their own protection.
Under the terms of the Maryland General Corporation Law and the
Registrant's Charter and By-Laws, the Registrant may indemnify any
person who was or is a director, officer or employee of the Registrant
to the maximum extent permitted by the Maryland General Corporation
Law; provided, however, that any such indemnification (unless ordered
by a court) shall be made by the Registrant only as authorized in the
specific case upon a determination that indemnification of such person
is proper in the circumstances. Such determination shall be made (i)
by the Board of Directors, by a majority vote of a quorum which
consists of directors who are neither "interested persons" of the
Registrant as defined in Section 2(a)(19) of the 1940 Act, nor parties
to the proceeding, or (ii) if the required quorum is not obtainable
or, if a quorum of such directors so directs, by independent legal
counsel in a written opinion. No indemnification will be provided by
the Registrant to any director or officer of the Registrant for any
liability to the Registrant or shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of duty.
Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, 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 1940 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 director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities 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 1940 Act and will be
governed by the final adjudication of such issue. Insurance coverage
is provided under a joint Mutual Fund & Investment Advisory
Professional and Directors & Officers Liability Policy, issued by ICI
Mutual Insurance Company, with a $15,000,000 limit of liability.
Item 28. Business and Other Connections of Investment Advisor
Describe any other business, profession, vocation or employment of a
substantial nature in which each investment advisor of the Registrant,
and each director, officer or partner of any such investment advisor,
is or has been, at any time during the past two fiscal years, engaged
for his own account or in the capacity of director, officer, employee,
partner, or trustee.
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<PAGE> 246
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 "Management--Investment Advisor"
of the Prospectus which comprises Part A of the Registration
Statement, and to the caption "Management" of the Statement of
Additional Information which comprises Part B of the Registration
Statement, and to Item 29(b) of this Part C.
Item 29. Principal Underwriters
(a) A I M Distributors, Inc., the Registrant's principal
underwriter of its Retail Classes, also acts as a
principal underwriter to the following investment
companies:
AIM Funds Group
AIM International Funds, Inc.
AIM Investment Securities Funds
AIM Summit Fund, Inc.
AIM Tax-Exempt Funds, Inc.
AIM Variable Insurance Funds, Inc.
Fund Management Company, the Registrant's principal
underwriter of its Institutional Classes, also acts as a
principal underwriter to the following investment companies:
AIM Investment Securities Funds
(Limited Maturity Treasury Portfolio-Institutional
Shares)
Short-Term Investments Co.
Short-Term Investments Trust
Tax-Free Investments Co.
(b) The following table sets forth information with respect to
each director, officer or partner of A I M Distributors,
Inc.:
<TABLE>
<CAPTION>
Name and Principal Position and Offices with Position and Offices
Business Address* Principal Underwriter with Registrant
- ---------------- --------------------- ---------------
<S> <C> <C>
Charles T. Bauer Chairman of the Board of Directors Chairman of the Board of
Directors
Michael J. Cemo President & Director None
Gary T. Crum Director Senior Vice President
Robert H. Graham Senior Vice President & Director President & Director
W. Gary Littlepage Senior Vice President & Director None
James L. Salners Senior Vice President & Director None
John Caldwell Senior Vice President None
Gordon J. Sprague Senior Vice President None
Michael C. Vessels Senior Vice President None
Lawrence E. Manierre First Vice President None
James E. Stueve First Vice President None
Kathleen J. Pflueger Secretary Assistant Secretary
Ofelia M. Mayo Vice President, General Counsel Assistant Secretary
& Assistant Secretary
John J. Arthur Vice President & Treasurer Senior Vice President &
Treasurer
</TABLE>
__________________________________
* 11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173
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<PAGE> 247
<TABLE>
<S> <C> <C>
Charles R. Dewey Vice President None
Sidney M. Dilgren Vice President None
William H. Kleh Vice President None
Carol F. Relihan Vice President Vice President &
Secretary
Frank V. Serebrin Vice President None
B.J. Thompson Vice President None
Robert D. Van Zant Vice President None
David E. Hessel Assistant Vice President, None
Asst Treasurer & Controller
Melville B. Cox Assistant Vice President Vice President
Mary E. Gentempo Assistant Vice President None
Jeffrey L. Horne Assistant Vice President None
Kim T. Lankford Assistant Vice President None
David L. Kite Assistant General Counsel & Assistant Secretary
Assistant Secretary
Nancy L. Martin Assistant General Counsel & Assistant Secretary
Assistant Secretary
Samuel D. Sirko Assistant General Counsel & Assistant Secretary
Assistant Secretary
Stephen I. Winer Assistant Secretary Assistant Secretary
</TABLE>
The following table sets forth information with respect to each
director, officer or partner of Fund Management Company:
<TABLE>
<CAPTION>
Name and Principal Position and Offices with Position and Offices
Business Address* Principal Underwriter with Registrant
- ---------------- --------------------- ---------------
<S> <C> <C>
Charles T. Bauer Chairman of the Board of Chairman of the Board
Directors of Directors
J. Abbott Sprague President & Director None
John J. Arthur Vice President & Treasurer Senior Vice President
& Treasurer
Robert H. Graham Senior Vice President & Director President & Director
William H. Kleh Director None
Mark D. Santero Senior Vice President None
Carol F. Relihan Vice President & General Vice President &
Counsel Secretary
Mark E. McMeans Vice President None
Stephen I. Winer Vice President, Assistant Assistant Secretary
General Counsel & Assistant
Secretary
Kathleen J. Pflueger Secretary Assistant Secretary
David E. Hessel Assistant Vice President, None
Assistant Treasurer & Controller
Dana R. Sutton Assistant Vice President & Vice President &
Assistant Treasurer Assistant Treasurer
Melville B. Cox Assistant Vice President Vice President
</TABLE>
____________________
* 11 Greenway Plaza, Suite 1919, Houston, Texas 77046-1173
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<PAGE> 248
<TABLE>
<S> <C> <C>
Jeffrey L. Horne Assistant Vice President None
Margaret A. Reilly Assistant Vice President None
David L. Kite Assistant General Counsel & Assistant Secretary
Assistant Secretary
Nancy L. Martin Assistant General Counsel & Assistant Secretary
Assistant Secretary
Ofelia M. Mayo Assistant General Counsel Assistant Secretary
Assistant Secretary
Samuel D. Sirko Assistant General Counsel & Assistant Secretary
Assistant Secretary
</TABLE>
Item 30. Location of Accounts and Records
With respect to each account, book or other document required to be
maintained by Section 31(a) of the 1940 Act and the Rules (17 CFR
270.31a-1 to 31a-3) promulgated thereunder, furnish the name and
address of each person maintaining physical possession of each such
account, book or other document.
A I M Advisors, Inc., 11 Greenway Plaza, Suite 1919, Houston, Texas
77046-1173, will maintain physical possession of each such account,
book or other document of the Registrant at its principal executive
offices, except for those maintained by the Registrant's Custodian,
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, and the Registrant's Transfer Agent and Dividend
Paying Agent, A I M Institutional Fund Services, Inc. for the
Institutional Classes and A I M Fund Services, Inc., P. O. Box 4739,
Houston, Texas 77210-4739, for the Retail Classes.
Item 31. Management Services
Furnish a summary of the substantive provisions of any management
related service contract not discussed in Part I of this Form (because
the contract was not believed to be material to a purchaser of
securities of the Registrant) under which services are provided to the
Registrant, indicating the parties to the contract, the total dollars
paid and by whom, for the last three fiscal years.
None.
Item 32. Undertakings
(c) The Registrant undertakes to furnish to each person to whom a
prospectus is delivered, a copy of the applicable Fund's latest
annual report to shareholders, upon request and without charge.
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<PAGE> 249
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment
to its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, Texas on the 8th day of
January, 1996.
REGISTRANT: AIM EQUITY FUNDS, INC.
By: /s/ Robert H. Graham
---------------------------------------
Robert H. Graham, President
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>
/s/ Charles T. Bauer Chairman & Director January 8, 1996
- ----------------------------------------
(Charles T. Bauer)
/s/ Robert H. Graham Director & President January 8, 1996
- ---------------------------------------- (Principal Executive Officer)
(Robert H. Graham)
/s/ B. L. Crockett Director January 8, 1996
- ----------------------------------------
(Bruce L. Crockett)
/s/ Owen Daly II Director January 8, 1996
- ----------------------------------------
(Owen Daly II)
/s/ Carl Frischling Director January 8, 1996
- ----------------------------------------
(Carl Frischling)
/s/ John F. Kroeger Director January 8, 1996
- ----------------------------------------
(John F. Kroeger)
/s/ Lewis F. Pennock Director January 8, 1996
- ----------------------------------------
(Lewis F. Pennock)
/s/ Ian W. Robinson Director January 8, 1996
- ----------------------------------------
(Ian W. Robinson)
/s/ Louis S. Sklar Director January 8, 1996
- ----------------------------------------
(Louis S. Sklar)
Senior Vice President &
/s/ John J. Arthur Treasurer (Principal Financial January 8, 1996
- ---------------------------------------- and Accounting Officer)
(John J. Arthur)
</TABLE>
<PAGE> 250
INDEX TO EXHIBITS
AIM EQUITY FUNDS, INC.
Exhibit Number
- --------------
11(a) Consent of KPMG Peat Marwick LLP
11(b) Consent of Tait, Weller & Baker
11(c) Consents of Price Waterhouse LLP
11(d) Consent of Ballard Spahr Andrews & Ingersoll
<PAGE> 1
EXHIBIT 11(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
AIM Equity Funds, Inc.
We consent to the use of our reports on AIM Weingarten Fund, AIM Constellation
Fund, AIM Charter Fund and AIM Aggressive Growth Fund (portfolios of AIM Equity
Funds, Inc.) dated December 8, 1995 included herein and to the references to
our firm under the heading "Audit Reports" in the Statement of Additional
Information of the Retail Classes.
/s/ KPMG Peat Marwick LLP
KPMG Peat Marwick LLP
Houston, Texas
January 5, 1996
<PAGE> 1
EXHIBIT 11(b)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our reports each dated November 12, 1993 on the
financial statements of AIM Charter Fund, a portfolio of Aim Equity Funds,
Inc., including the financial highlights of the Retail Class and the
Institutional Class for the periods indicated therein. Such financial
statements and financial highlights appear in the Statements of Additional
Information which are included in Post Effective Amendment No. 48 to the
Registration Statement on Form N-1A of AIM Equity Funds, Inc. We also consent
to the references to our Firm in such Registration Statement.
/s/ Tait, Weller & Baker
TAIT, WELLER & BAKER
Philadelphia, Pennsylvania
January 4, 1996
<PAGE> 1
EXHIBIT 11(c)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 48 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
October 25, 1995, relating to the financial statements and financial highlights
of Baird Blue Chip Fund, Inc., which appears in such Statement of Additional
Information, and to the incorporation by reference of our report into the
Prospectus which constitutes part of this Registration Statement. We also
consent to the references to us under the headings "Audit Reports" and
"Financial Statements" in such Statement of Additional Information.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
January 4, 1996
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of this Post-Effective Amendment No. 48 to the registration
statement on Form N-1A (the "Registration Statement") of our report dated
October 25, 1995, relating to the financial statements and financial highlights
of Baird Capital Development Fund, Inc., which appears in such Statement of
Additional Information, and to the incorporation by reference of our report
into the Prospectus which constitutes part of this Registration Statement. We
also consent to the references to us under the headings "Audit Reports" and
"Financial Statements" in such Statement of Additional Information.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Milwaukee, Wisconsin
January 4, 1996
<PAGE> 1
EXHIBIT 11(d)
CONSENT OF COUNSEL
AIM Equity Funds, Inc.
----------------------
We hereby consent to the use of our name and to the references to our firm
under the captions "General Information - Legal Counsel" in the Prospectuses for
the Retail Classes of Shares of the AIM Blue Chip Fund and the AIM Capital
Development Fund, and under the caption "Miscellaneous Information - Legal
Matters" in the Statement of Additional Information for such Shares, which are
included in Post-Effective Amendment No. 48 to the Registration Statement under
the Securities Act of 1933 and Amendment No. 48 to the Registration Statement
under the Investment Company Act of 1940 (No. 2-25469) on Form N-1A of AIM
Equity Funds, Inc.
/s/ BALLARD SPAHR ANDREWS & INGERSOLL
Ballard Spahr Andrews & Ingersoll
Philadelphia, Pennsylvania
January 3, 1996
