AIM EQUITY FUNDS INC
497, 1999-12-02
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<PAGE>   1
      AIM CHARTER FUND

      AIM CONSTELLATION FUND

      AIM WEINGARTEN FUND

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

      Institutional Classes

      PROSPECTUS
      DECEMBER 1, 1999

                                       AIM Charter Fund seeks to provide
                                       growth of capital with a secondary
                                       objective of current income.

                                       AIM Constellation Fund seeks to
                                       provide growth of capital.

                                       AIM Weingarten Fund seeks to provide
                                       growth of capital primarily by
                                       investing in common stocks of
                                       seasoned and better-capitalized
                                       companies.

                                       This prospectus contains important
                                       information about the funds. Please
                                       read it before investing and keep it
                                       for future reference.

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

        [AIM LOGO APPEARS HERE]                           INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
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                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>

INVESTMENT OBJECTIVES AND STRATEGIES         1

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

AIM Charter Fund                             1

AIM Constellation Fund                       1

AIM Weingarten Fund                          1

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

PRINCIPAL RISKS OF INVESTING IN THE FUNDS    1

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

PERFORMANCE INFORMATION                      2

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

Annual Total Returns                         2

Performance Table                            3

FEE TABLE AND EXPENSE EXAMPLE                4

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

Fee Table                                    4

Expense Example                              4

FUND MANAGEMENT                              5

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

The Advisors                                 5

Advisor Compensation                         5

Portfolio Managers                           5

OTHER INFORMATION                            6

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

Dividends and Distributions                  6

Suitability for Investors                    6

FINANCIAL HIGHLIGHTS                         7

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

SHAREHOLDER INFORMATION                      9

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

Purchasing Shares                          A-1

Redeeming Shares                           A-1

Pricing of Shares                          A-2

Taxes                                      A-2

OBTAINING ADDITIONAL INFORMATION    Back Cover

- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>

The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com,
Invest with Discipline, La Familia AIM de Fondos and La Familia AIM de Fondos
and Design are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   3
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                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

INVESTMENT OBJECTIVES AND STRATEGIES
- --------------------------------------------------------------------------------

AIM CHARTER FUND (CHARTER)

The fund's primary investment objective is growth of capital with a secondary
objective of current income. The fund's investment objectives may be changed by
the fund's Board of Directors without shareholder approval.

  The fund seeks to meet these objectives by investing at least 65% of its net
assets in income-producing securities, including dividend-paying common stocks
and convertible securities. The fund's portfolio managers purchase securities of
established companies that have long-term above-average growth in earnings and
dividends, and growth companies that they believe have the potential for
above-average growth in earnings and dividends. The fund's portfolio managers
consider whether to sell a particular security when they believe the security no
longer has that potential or the capacity to generate income.

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

AIM CONSTELLATION FUND (CONSTELLATION)

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

  The fund seeks to meet this objective by investing principally in common
stocks of companies the portfolio managers believe are likely to benefit from
new or innovative products, services or processes as well as those that have
experienced above-average, long-term growth in earnings and have excellent
prospects for future growth. The portfolio managers consider whether to sell a
particular security when it no longer meets these criteria. The fund will invest
without regard to market capitalization.

AIM WEINGARTEN FUND (WEINGARTEN)

The fund's investment objective is to seek growth of capital primarily by
investing in common stocks of seasoned and better-capitalized companies. The
investment objective may be changed by the fund's Board of Directors without
shareholder approval.

  The fund's portfolio managers focus on companies that have experienced
above-average growth in earnings and have excellent prospects for future growth.
The fund's portfolio managers consider whether to sell a particular security
when any of those factors materially changes.

ALL FUNDS

Each fund may also invest up to 20% of its total assets in foreign securities.

  In anticipation of or in response to adverse market conditions, or for cash
management purposes, or for defensive purposes, each of the funds may
temporarily hold all or a portion of its assets in cash, money market
instruments, shares of affiliated money market funds, bonds or other debt
securities. As a result, a fund may not achieve its investment objective.

PRINCIPAL RISKS OF INVESTING IN THE FUNDS
- --------------------------------------------------------------------------------

There is a risk that you could lose all or a portion of your investment in the
funds and that the income you may receive from your investment in Charter may
vary. The value of your investment in a fund will go up and down with the prices
of the securities in which the fund invests. The prices of equity securities
change in response to many factors including the historical and prospective
earnings of the issuer, the value of its assets, general economic conditions,
interest rates, investor perceptions and market liquidity. This is especially
true with respect to equity securities of smaller companies, whose prices may go
up and down more than equity securities of larger, more-established companies.
Also, since equity securities of smaller companies may not be traded as often as
equity securities of larger, more-established companies, it may be difficult or
impossible for a fund to sell securities at a desirable price.

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

  Foreign securities have additional risks, including exchange rate changes,
political and economic upheaval, the relative lack of information about these
companies, relatively low market liquidity and the potential lack of strict
financial and accounting controls and standards.

  The value of your shares could be adversely affected if the computer systems
used by the funds' investment advisor and the funds' other service providers are
unable to distinguish the year 2000 from the year 1900.

  The funds' investment advisor and independent technology consultants are
working to avoid year 2000-related problems in its systems and to obtain
assurances that other service providers are taking similar steps. Year 2000
problems may also affect issuers in whose securities the funds invest.

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

                                        1
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                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

  The bar charts and tables shown below provide an indication of the risks of
investing in each of the funds. A fund's past performance is not necessarily an
indication of its future performance.

ANNUAL TOTAL RETURNS
- --------------------------------------------------------------------------------
The following bar charts show changes in the performance of each fund's
Institutional Class shares from year to year.

CHARTER--INSTITUTIONAL CLASS

                   [GRAPH]
<TABLE>
<CAPTION>
                                          Annual
Year Ended                                Total
December 31                               Return
- -----------                               ------
<S>                                       <C>
1992....................................   1.48%
1993....................................   9.81%
1994....................................  -3.84%
1995....................................  36.13%
1996....................................  20.29%
1997....................................  25.18%
1998....................................  27.82%
</TABLE>

CONSTELLATION--INSTITUTIONAL CLASS

                      [GRAPH]

<TABLE>
<CAPTION>
                                          Annual
Year Ended                                Total
December 31                               Return
- -----------                               ------
<S>                                       <C>
1993....................................  17.65%
1994....................................   1.80%
1995....................................  36.16%
1996....................................  16.83%
1997....................................  13.45%
1998....................................  19.41%
</TABLE>

                                        2
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                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------


PERFORMANCE INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------

WEINGARTEN--INSTITUTIONAL CLASS

                   [GRAPH]
<TABLE>
<CAPTION>
                                          Annual
Year Ended                                Total
December 31                               Return
- -----------                               ------
<S>                                       <C>
1992....................................  -1.07%
1993....................................   1.91%
1994....................................   0.13%
1995....................................  35.43%
1996....................................  18.24%
1997....................................  26.48%
1998....................................  33.58%
</TABLE>

  During the periods shown in the bar charts, the highest quarterly returns and
the lowest quarterly returns were as follows:

<TABLE>
<CAPTION>
                                                  HIGHEST QUARTERLY RETURN     LOWEST QUARTERLY RETURN
FUND                                                   (QUARTER ENDED)             (QUARTER ENDED)
- -------------------------------------------------------------------------------------------------------
<S>                                               <C>                         <C>
Charter--Institutional Class                        26.70% (12/31/98)           -11.85% (09/30/98)
Constellation--Institutional Class                  24.93% (12/31/98)           -15.52% (09/30/98)
Weingarten--Institutional Class                     28.14% (12/31/98)           -12.11% (09/30/98)
- -------------------------------------------------------------------------------------------------------
</TABLE>

PERFORMANCE TABLE

The following performance table compares each fund's performance to that of a
broad-based securities market index.

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(for the periods ended                                                            SINCE          INCEPTION
December 31, 1998)                               1 YEAR         5 YEARS         INCEPTION           DATE
- -----------------------------------------------------------------------------------------------------------
<S>                                              <C>            <C>             <C>               <C>
Charter--Institutional Class                     27.82%          20.30%           16.86%          07/30/91
S&P 500(1)                                       28.60           24.05            19.70(4)        07/31/91(4)
Constellation--Institutional Class               19.41           17.02            18.54           04/08/92
Russell Midcap--Registered Trademark-- Index(2)  10.09           17.35            17.17(4)        03/31/92(4)
Weingarten--Institutional Class                  33.58           22.05            17.48           10/08/91
Russell 1000--Registered Trademark-- Index(3)    27.02           23.37            19.95(4)        09/30/91(4)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) The Standard & Poor's 500 Index is an unmanaged index of common stocks
    frequently used as a general measure of U.S. stock market performance.
(2) The Russell Midcap--Registered Trademark-- Index measures the performance
    of the 800 companies in the Russell 1000--Registered Trademark-- Index with
    the lowest market capitalization. These companies are considered
    representative of medium-sized companies.
(3) The Russell 1000--Registered Trademark-- Index is a widely recognized,
    unmanaged index of common stocks that measures the performance of the 1,000
    largest companies in the Russell 3000--Registered Trademark-- Index, which
    measures the performance of the 3,000 largest U.S. companies based on total
    market capitalization.
(4) The average annual total return given is since the date closest to the
    inception date of the Institutional Class of the fund.

                                        3
<PAGE>   6
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                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

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

FEE TABLE

This table describes the fees and expenses that you may pay if you buy and hold
Institutional Class shares of the funds:

<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)       CHARTER   CONSTELLATION   WEINGARTEN
- ---------------------------------------------------------------
<S>                    <C>       <C>             <C>        <C>
Maximum Sales
Charge (Load) Imposed
on Purchases (as a
percentage of
offering price)         None         None           None
Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                None         None           None
- ---------------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)      CHARTER   CONSTELLATION   WEINGARTEN
- ---------------------------------------------------------------
<S>                    <C>       <C>             <C>        <C>
Management Fees          0.63%        0.63%         0.63%
Distribution and/or
Service (12b-1) Fees     None         None          None
Other Expenses           0.04         0.02          0.04
Total Annual Fund
Operating Expenses       0.67         0.65          0.67
Fee Waivers(1)          (0.01)       (0.02)        (0.05)
Net Expenses             0.66         0.63          0.62
- ---------------------------------------------------------------
</TABLE>

(1) The investment advisor has contractually agreed to waive a portion of its
    fees.

EXPENSE EXAMPLE

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

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

<TABLE>
<CAPTION>
               1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------------
<S>            <C>      <C>       <C>       <C>
Charter         $68      $214      $373       $835
Constellation    66       208       362        810
Weingarten       68       214       373        835
- ----------------------------------------------------
</TABLE>

                                        4
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                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
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FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISORS

A I M Advisors, Inc. (the advisor) serves as each fund's investment advisor.
A I M Capital Management, Inc. (the subadvisor), a wholly owned subsidiary of
the advisor, is each fund's subadvisor and is responsible for its day-to-day
management. Both the advisor and the subadvisor are located at 11 Greenway
Plaza, Suite 100, Houston, Texas 77046-1173. The advisors supervise all aspects
of the funds' operations and provide investment advisory services to the funds,
including obtaining and evaluating economic, statistical and financial
information to formulate and implement investment programs for the funds.

  The advisor has acted as an investment advisor since its organization in 1976,
and the subadvisor has acted as an investment advisor since 1986. Today, the
advisor, together with its subsidiaries, advises or manages over 125 investment
portfolios, including the funds, encompassing a broad range of investment
objectives.

ADVISOR COMPENSATION

During the fiscal year ended October 31, 1998, the advisor received compensation
of 0.62%, 0.61% and 0.58%, respectively, of Charter's, Constellation's and
Weingarten's average daily net assets.

PORTFOLIO MANAGERS

The advisors use a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of each fund's portfolio, all of whom are officers of the subadvisor, are

CHARTER

- - Brant H. DeMuth, Portfolio Manager, who has been responsible for the fund
  since 1998 and has been associated with the advisor and/or its affiliates
  since 1996. From 1992 to 1996, he was Portfolio Manager for Colorado Public
  Employee's Retirement Association.

- - Lanny H. Sachnowitz, Senior Portfolio Manager, who has been responsible for
  the fund since 1991 and has been associated with the advisor and/or its
  affiliates since 1987.

CONSTELLATION

- - David P. Barnard, Senior Portfolio Manager, who has been responsible for the
  fund since 1990 and has been associated with the advisor and/or its affiliates
  since 1982.

- - Robert M. Kippes, Senior Portfolio Manager, who has been responsible for the
  fund since 1993 and has been associated with the advisor and/or its affiliates
  since 1989.

- - Christopher P. Perras, Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its affiliates
  since 1999. From 1997 to 1999, he was an equity analyst at Van Wagoner Capital
  Management. From 1995 to 1997, he was an Associate Portfolio Manager for Van
  Kampen American Capital Asset Management, Inc.

- - Charles D. Scavone, Senior Portfolio Manager, who has been responsible for the
  fund since 1996 and has been associated with the advisor and/or its affiliates
  since 1996. From 1994 to 1996, he was Associate Portfolio Manager for Van
  Kampen American Capital Asset Management, Inc.

- - Kenneth A. Zschappel, Senior Portfolio Manager, who has been responsible for
  the fund since 1996 and has been associated with the advisor and/or its
  affiliates since 1990.

WEINGARTEN

- - David P. Barnard, Senior Portfolio Manager, who has been responsible for the
  fund since 1986 and has been associated with the advisor and/or its affiliates
  since 1982.

- - Monika H. Degan, Portfolio Manager, who has been responsible for the fund
  since 1998 and has been associated with the advisor and/or its affiliates
  since 1995. From 1991 to 1995, she was Senior Financial Analyst for Shell Oil
  Co. Pension Trust.

- - Jonathan C. Schoolar, Senior Portfolio Manager, who has been responsible for
  the fund since 1987 and has been associated with the advisor and/or its
  affiliates since 1986.

                                        5
<PAGE>   8
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                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

OTHER INFORMATION
- --------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS

Each fund expects that its distributions will consist primarily of capital
gains.

DIVIDENDS

The funds generally declare and pay dividends, if any, annually.

CAPITAL GAINS DISTRIBUTIONS

The funds generally distribute long-term and short-term capital gains (including
any net gains from foreign currency transactions), if any, annually.

SUITABILITY FOR INVESTORS

The Institutional Classes of the funds are intended for use by institutions,
particularly banks, acting for themselves or in a fiduciary or similar capacity.
Shares of the Institutional Classes of the funds are available for collective
and common trust funds of banks, banks investing for their own account and banks
investing for the account of a public entity (e.g., Taft-Hartley
funds, states, cities, or government agencies) that does not pay commissions or
distribution fees. Prospective investors should determine if an investment in a
fund is consistent with the objectives of an account and with applicable state
and federal laws and regulations.

  The Institutional Classes of the funds are designed to be convenient and
economical vehicles in which institutions can invest in a portfolio of equity
securities. An investment in the funds may relieve the institution of many of
the investment and administrative burdens encountered when investing in equity
securities directly. These include: selection and diversification of portfolio
investments; surveying the market for the best price at which to buy and sell;
valuation of portfolio securities; receipt, delivery and safekeeping of
securities; and portfolio recordkeeping. It is anticipated that most investors
will perform their own subaccounting.

                                        6
<PAGE>   9
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                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

The financial highlights tables are intended to help you understand each fund's
financial performance. Certain information reflects financial results for a
single fund share.

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

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

<TABLE>
<CAPTION>
                                                                      CHARTER--INSTITUTIONAL CLASS
                                                              ------------------------------------------------------
                                                                         YEAR ENDED OCTOBER 31,
                                                              1998      1997      1996      1995      1994
- --------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>       <C>       <C>       <C>       <C>     <C>
Net asset value, beginning of period                         $ 13.48   $ 11.24   $ 10.66   $  8.93   $  9.48
Income from investment operations:
  Net investment income                                         0.18      0.16      0.24      0.23      0.25
  Net gains (losses) on securities (both realized and
    unrealized)                                                 1.24      2.91      1.44      2.07     (0.44)
  Total from investment operations                              1.42      3.07      1.68      2.30     (0.19)
Less distributions:
  Dividends from net investment income                         (0.14)    (0.16)    (0.20)    (0.24)    (0.20)
  Distributions from net realized gains                        (1.34)    (0.67)    (0.90)    (0.33)    (0.16)
  Total distributions                                          (1.48)    (0.83)    (1.10)    (0.57)    (0.36)
Net asset value, end of period                               $ 13.42   $ 13.48   $ 11.24   $ 10.66   $  8.93
Total return                                                   11.69%    29.05%    17.29%    27.45%    (2.02)%
- --------------------------------------------------------------------------------------------------------------------
Ratios/supplemental data:
- --------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)                     $43,815   $40,191   $29,591   $25,538   $21,840
Ratio of expenses (exclusive of interest) to average net
  assets(a)                                                     0.66%(b)  0.67%     0.69%     0.74%     0.73%
Ratio of net investment income to average net assets(c)         1.37%(b)  1.21%     2.24%     1.98%     2.76%
Portfolio turnover rate                                          154%      170%      164%      161%      126%
- --------------------------------------------------------------------------------------------------------------------
Borrowings for the period:
- --------------------------------------------------------------------------------------------------------------------
Amount of debt outstanding at end of period (000s omitted)        --        --        --        --        --
Average amount of debt outstanding during the period (000s
  omitted)(d)                                                $    60        --        --        --        --
Average number of shares outstanding during the period
  (000s omitted)(d)                                            3,239        --        --        --        --
Average amount of debt per share during the period           $0.0184        --        --        --        --
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) After fee waivers and/or expense reimbursements. Ratios of expenses to
    average net assets prior to fee waivers and/or expense reimbursements were
    0.67%, 0.68%, and 0.70% for 1998-1996.
(b) Ratios are based on average net assets of $42,933,721.
(c) After fee waivers and/or expense reimbursements. Ratios of net investment
    income (loss) to average net assets prior to fee waivers and/or expense
    reimbursement were 1.36%, 1.20%, and 2.23% for 1998-1996.
(d) Averages computed on a daily basis.

                                        7
<PAGE>   10
                 ----------------------------------------------
                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

FINANCIAL HIGHLIGHTS (CONTINUED)
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                     CONSTELLATION--INSTITUTIONAL CLASS
                                                               ---------------------------------------------------------
                                                                           YEAR ENDED OCTOBER 31,
                                                               1998       1997       1996       1995      1994
- ------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>        <C>        <C>        <C>        <C>     <C>
Net asset value, beginning of period                         $  30.00   $  26.01   $  24.05   $  18.49   $ 17.13
Income from investment operations:
  Net investment income                                            --       0.02       0.04       0.02      0.03
  Net gains (losses) on securities (both realized and
    unrealized)                                                 (0.65)      4.86       2.67       6.06      1.33
  Total from investment operations                              (0.65)      4.88       2.71       6.08      1.36
Less distributions:
  Distributions from net realized gains                         (2.10)     (0.89)     (0.75)     (0.52)       --
Net asset value, end of period                               $  27.25   $  30.00   $  26.01   $  24.05   $ 18.49
Total return                                                    (1.85)%    19.42%     11.81%     34.09%     7.94%
- ------------------------------------------------------------------------------------------------------------------------
Ratios/supplemental data:
- ------------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)                     $189,039   $188,109   $293,035   $138,918   $39,847
Ratio of expenses to average net assets(a)                       0.63%(b)   0.65%      0.66%      0.66%     0.69%
Ratio of net investment income (loss) to average net
  assets(c)                                                     (0.01)%(b)  0.06%      0.21%      0.18%     0.36%
Portfolio turnover rate                                            76%        67%        58%        45%       79%
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) After fee waivers and/or expense reimbursements. Ratios of expenses to
    average net assets prior to fee waivers and/or expense reimbursements were
    0.65%, 0.67%, 0.67%, 0.68%, and 0.70% for 1998-1994.
(b) Ratios are based on average net assets of $195,687,140.
(c) After fee waivers and/or expense reimbursements. Ratios of net investment
    income (loss) to average net assets prior to fee waivers and/or expense
    reimbursement were (0.03)%, 0.04%, 0.20%, 0.16% and 0.35% for 1998-1994.

<TABLE>
<CAPTION>
                                                                     WEINGARTEN--INSTITUTIONAL CLASS
                                                             -----------------------------------------------
                                                                         YEAR ENDED OCTOBER 31,
                                                              1998      1997      1996      1995      1994
- ------------------------------------------------------------------------------------------------------------
<S>                                                          <C>       <C>       <C>       <C>       <C>
Net asset value, beginning of period                         $ 23.05   $ 20.46   $ 20.48   $ 17.94   $ 17.69
Income from investment operations:
  Net investment income                                         0.10      0.08      0.17      0.10      0.17
  Net gains on securities (both realized and unrealized)        2.43      4.90      2.52      4.35      0.58
  Total from investment operations                              2.53      4.98      2.69      4.45      0.75
Less distributions:
  Dividends from net investment income                            --     (0.15)       --     (0.13)    (0.17)
  Distributions from net realized gains                        (3.40)    (2.24)    (2.71)    (1.78)    (0.33)
  Total distributions                                          (3.40)    (2.39)    (2.71)    (1.91)    (0.50)
Net asset value, end of period                               $ 22.18   $ 23.05   $ 20.46   $ 20.48   $ 17.94
Total return                                                   12.79%    27.37%    15.34%    28.69%     4.37%
- ------------------------------------------------------------------------------------------------------------
Ratios/supplemental data:
- ------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)                     $72,884   $62,124   $60,483   $54,332   $40,486
Ratio of expenses to average net assets(a)                      0.62%(b)  0.64%     0.65%     0.70%     0.65%
Ratio of net investment income to average net assets(c)         0.49%(b)  0.50%     0.80%     0.45%     1.00%
Portfolio turnover rate                                          125%      128%      159%      139%      136%
- ------------------------------------------------------------------------------------------------------------
Borrowings for the period:
- ------------------------------------------------------------------------------------------------------------
Amount of debt outstanding at end of period (000s omitted)        --        --        --        --        --
Average amount of debt outstanding during the period (000s
  omitted)(d)                                                     --        --        --   $     6        --
Average number of shares outstanding during the period
  (000s omitted)(d)                                            3,126     3,146     2,908     2,526     2,256
Average amount of debt per share during the period                --        --        --   $0.0024        --
- ------------------------------------------------------------------------------------------------------------
</TABLE>

(a) After fee waivers and/or expense reimbursements. Ratios of expenses to
    average net assets prior to fee waivers and/or expense reimbursements were
    0.67%, 0.68%, 0.68%, 0.72%, and 0.68% for 1998-1994.
(b) Ratios are based on average net assets of $69,647,808.
(c) After fee waivers and/or expense reimbursements. Ratios of net investment
    income to average net assets prior to fee waivers and/or expense
    reimbursement were 0.44%, 0.46%, 0.77%, 0.43% and 0.98% for 1998-1994.
(d) Averages computed on a daily basis.

                                        8
<PAGE>   11
                 ----------------------------------------------
                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

PURCHASING SHARES

The minimum initial investment in any of the funds is $100,000. No minimum
amount is required for subsequent investments in a fund nor are minimum balances
required.

  Shares of the Institutional Class of each fund are sold on a continuing basis
at their respective net asset values. Although no sales charge is imposed in
connection with the purchase of shares, banks or other financial institutions
may charge a recordkeeping, account maintenance or other fee to their customers,
and beneficial holders of shares of the funds should consult with such
institutions to obtain a schedule of such fees. Institutions may be requested to
maintain separate master accounts in each fund for shares held by the
institution (a) for its own account, for the account of other institutions and
for accounts for which the institution acts as a fiduciary; and (b) for accounts
for which the institutions acts in some other capacity. An institution's master
accounts and subaccounts with a fund may be aggregated for the purpose of the
minimum investment requirement. Prior to the initial purchase of shares, an
account application must be completed and sent to A I M Fund Services, Inc.
(transfer agent) at P.O. Box 4497, Houston, Texas 77210-4497. An account
application may be obtained from the transfer agent.

  In order to be accepted for execution, purchase orders must be submitted in
proper form and received during the hours the New York Stock Exchange (NYSE) is
open for business and such orders will be confirmed at the net asset value
determined as of the close of that day (trade date). Subsequent purchases of
shares of the funds may also be made via AIM LINK Remote, a personal computer
application software product.

  Payments for shares purchased must be in the form of federal funds or other
funds immediately available to the funds and must be made on the "settlement
date," which shall be the next business day of the funds following the trade
date. Federal Reserve wires should be sent as early as possible on the
settlement date in order to facilitate crediting to the shareholder's account.
Any funds received in respect of an order which is not accepted by a fund and
any funds received for which an order has not been received will be returned to
the sending institution. An order to purchase shares must specify which fund is
being purchased, otherwise any funds received will be returned to the sending
institution.

REDEEMING SHARES

TIMING OF REDEMPTIONS

You can redeem shares during the hours the NYSE is open for business. A fund may
postpone the right of redemption only under unusual circumstances, as allowed by
the Securities and Exchange Commission, such as when the NYSE restricts or
suspends trading.

  A shareholder may redeem any or all of its shares at the net asset value next
determined after receipt of the redemption request in proper form by the
applicable fund. Redemption requests with respect to shares for which
certificates have not been issued are normally made by calling the transfer
agent.

  Shareholders may request a redemption by telephone. The transfer agent and the
distributor 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 in 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),
and mailings of confirmation promptly after the transaction. Redemption of
shares of the funds may also be made via AIM LINK Remote.

TIMING AND METHOD OF PAYMENT

If a redemption request is received during the hours the NYSE is open for
business, the redemption will be effected at the net asset value determined as
of the close of that day (the redemption date).

  Payment for redeemed shares is normally made by Federal Reserve wire to the
commercial bank account designated in the shareholder's Account Application, but
may be remitted by check upon request by a shareholder. The proceeds of a
redemption request will be wired on the next business day following the
redemption date.

  Payment for shares redeemed by mail and payment for telephone redemptions in
amounts under $1,000 may, at the option of a fund, be made by check mailed
within seven days after receipt of the redemption request in proper form. A fund
may make payment for telephone redemptions in excess of $1,000 by check when it
is considered to be in the fund's best interest to do so.

REDEMPTIONS BY THE FUNDS

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

  If a fund determines that you have provided incorrect information in your
account application, the fund may, at its discretion, redeem the account and
distribute the proceeds to you.

- --------------------------------------------------------------------------------
 EACH OF THE FUNDS AND THE DISTRIBUTOR RESERVE THE RIGHT AT ANY TIME TO REJECT
 OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER; MODIFY ANY TERMS OR
 CONDITIONS OF PURCHASE OF SHARES OF ANY FUND; OR WITHDRAW ALL OR ANY PART OF
 THE OFFERING MADE BY THIS PROSPECTUS. TO PROTECT THE INTERESTS OF INVESTORS,
 EACH FUND AND THE DISTRIBUTOR MAY REJECT ANY ORDER CONSIDERED MARKET-TIMING
 ACTIVITY.

                                       A-1
<PAGE>   12
                 ----------------------------------------------
                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

SHAREHOLDER INFORMATION (CONTINUED)
- --------------------------------------------------------------------------------

PRICING OF SHARES

Each of the funds prices its shares based on its net asset value. The funds
value portfolio securities for which market quotations are readily available at
market value. The funds value short-term investments maturing within 60 days at
amortized cost, which approximates market value.

The funds value all other securities and assets at their fair value. Securities
and other assets quoted in foreign currencies are valued in U.S. dollars based
on the prevailing exchange rates on that day. In addition, if, between the time
trading ends on a particular security and the close of the New York Stock
Exchange (NYSE), events occur that materially affect the value of the security,
the funds may value the security at its fair value as determined in good faith
by or under the supervision of the Board of Directors of the funds. The effect
of using fair value pricing is that a fund's net asset value will be subject to
the judgment of the Board of Directors or its designee instead of being
determined by the market. Because some of the funds may invest in securities
that are primarily listed on foreign exchanges, the value of those fund's shares
may change on days when you will not be able to purchase or redeem shares.

  Each fund determines the net asset value of its shares as of the close of the
NYSE on each day the NYSE is open for business. The funds price purchase and
redemption orders at the net asset value calculated after the transfer agent
receives an order in good form.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different rates of tax apply to ordinary income and long-term
capital gain distributions. Every year, information showing the amount of
dividends and distributions you received from each fund during the prior year
will be sent to you.

  Any long-term or short-term capital gains realized from redemptions of fund
shares will be subject to federal income tax.

  The foreign, state and local tax consequences of investing in fund shares may
differ materially from the federal income tax consequences described above. You
should consult your tax advisor before investing.

                                       A-2
<PAGE>   13
                 ----------------------------------------------
                 AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
                 ----------------------------------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

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

  If you have questions about these funds, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies of
a fund's current SAI or annual or semiannual reports, please contact us

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

<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4497
                             Houston, TX 77210-4497

BY TELEPHONE:                (800) 659-1005

BY E-MAIL:                   [email protected]

ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>

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

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

 -------------------------------------------------------------
 AIM Charter Fund, AIM Constellation Fund, AIM Weingarten Fund
 SEC 1940 Act file number: 811-1424
 --------------------------------------------------------------

[AIM LOGO APPEARS HERE]         www.aimfunds.com        INVEST WITH DISCIPLINE
                                                        --Registered Trademark--
<PAGE>   14
        AIM CONSTELLATION FUND
        ------------------------------------------------------------------------

        AIM Constellation Fund seeks to provide growth of capital.

        PROSPECTUS                                     --Registered Trademark--
        DECEMBER 1, 1999

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

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

        [AIM LOGO APPEARS HERE]                   INVEST WITH DISCIPLINE
                                                 --Registered Trademark--
<PAGE>   15
                             ----------------------
                             AIM CONSTELLATION FUND
                             ----------------------

TABLE OF CONTENTS
- --------------------------------------------------------------------------------

<TABLE>
<S>                                      <C>
INVESTMENT OBJECTIVE AND STRATEGIES          1
- - - - - - - - - - - - - - - - - - - - - - - - -
PRINCIPAL RISKS OF INVESTING IN THE FUND     1
- - - - - - - - - - - - - - - - - - - - - - - - -
PERFORMANCE INFORMATION                      2
- - - - - - - - - - - - - - - - - - - - - - - - -

Annual Total Returns                         2

Performance Table                            2

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

Expense Example                              3

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

The Advisors                                 4

Advisor Compensation                         4

Portfolio Managers                           4

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

Sales Charges                                4

Dividends and Distributions                  4

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

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

Choosing a Share Class                     A-1

Purchasing Shares                          A-3

Redeeming Shares                           A-4

Exchanging Shares                          A-6

Pricing of Shares                          A-8

Taxes                                      A-8

OBTAINING ADDITIONAL INFORMATION    Back Cover
- - - - - - - - - - - - - - - - - - - - - - - - -
</TABLE>

The AIM Family of Funds, The AIM Family of Funds and Design (i.e., the AIM
logo), AIM and Design, AIM, AIM LINK, AIM Institutional Funds, aimfunds.com,
Invest with Discipline, La Familia AIM de Fondo and La Familia AIM de Fondos and
Design are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Internet Connect and AIM Investor are service marks of
A I M Management Group Inc.

No dealer, salesperson or any other person has been authorized to give any
information or to make any representations other than those contained in this
prospectus, and you should not rely on such other information or
representations.
<PAGE>   16
                             ----------------------
                             AIM CONSTELLATION FUND
                             ----------------------

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

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

  The fund seeks to meet this objective by investing principally in common
stocks of companies the portfolio managers believe are likely to benefit from
new or innovative products, services or processes as well as those that have
experienced above-average, long-term growth in earnings and have excellent
prospects for future growth. The portfolio managers consider whether to sell a
particular security when it no longer meets these criteria. The fund will invest
without regard to market capitalization. The fund may also invest up to 20% of
its total assets in foreign securities.

  In anticipation of or in response to adverse market conditions, for cash
management purposes, or for defensive purposes, the fund may temporarily hold
all or a portion of its assets in cash, money market instruments, shares of
affiliated money market funds, bonds or other debt securities. As a result, the
fund may not achieve its investment objective.

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

There is a risk that you could lose all or a portion of your investment in the
fund. The value of your investment in the fund will go up and down with the
prices of the securities in which the fund invests. The prices of equity
securities change in response to many factors including the historical and
prospective earnings of the issuer, the value of its assets, general economic
conditions, interest rates, investor perceptions and market liquidity. This is
especially true with respect to equity securities of smaller companies, whose
prices may go up and down more than equity securities of larger,
more-established companies. Also, since equity securities of smaller companies
may not be traded as often as equity securities of larger, more-established
companies, it may be difficult or impossible for the fund to sell securities at
a desirable price.

  Foreign securities have additional risks, including exchange rate changes,
political and economic upheaval, the relative lack of information about these
companies, relatively low market liquidity and the potential lack of strict
financial and accounting controls and standards.

  The value of your shares could be adversely affected if the computer systems
used by the fund's investment advisor and the fund's other service providers are
unable to distinguish the year 2000 from the year 1900.

  The fund's investment advisor and independent technology consultants are
working to avoid year 2000-related problems in its systems and to obtain
assurances that other service providers are taking similar steps. Year 2000
problems may also affect issuers in whose securities the fund invests.

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


                                        1
<PAGE>   17
                             ----------------------
                             AIM CONSTELLATION FUND
                             ----------------------

PERFORMANCE INFORMATION
- --------------------------------------------------------------------------------

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

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

                          [GRAPH]
<TABLE>
<CAPTION>
                                              Total
Year Ended                                    Annual
December 31                                   Return
- -----------                                   ------
<S>                                           <C>
1989 .......................................  38.03%
1990 .......................................  (4.09)%
1991 .......................................  70.41%
1992 .......................................  15.03%
1993 .......................................  17.29%
1994 .......................................   1.30%
1995 .......................................  35.45%
1996 .......................................  16.27%
1997 .......................................  12.92%
1998 .......................................  18.89%
</TABLE>

  During the periods shown in the bar chart, the highest quarterly return was
27.68% (quarter ended March 31, 1991) and the lowest quarterly return was
- -26.24% (quarter ended September 30, 1990).

PERFORMANCE TABLE

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

<TABLE>
<CAPTION>
AVERAGE ANNUAL TOTAL RETURNS
- -------------------------------------------------------------------------------------------------
(for the periods ended                                                       SINCE      INCEPTION
December 31, 1998)                            1 YEAR   5 YEARS   10 YEARS   INCEPTION     DATE
- -------------------------------------------------------------------------------------------------
<S>                                           <C>      <C>       <C>        <C>         <C>
Class A                                       12.33%    15.14%    19.94%      18.39%    04/30/76
Class B                                       12.87        --        --        6.56     11/03/97
Class C                                       16.88        --        --        7.40     08/04/97
Russell Midcap--Registered Trademark--
  Index(1)                                    10.09     17.35     16.69       17.32(2)  12/31/78(2)
- -------------------------------------------------------------------------------------------------
</TABLE>

(1) The Russell Midcap--Registered Trademark-- Index measures the performance
    of the 800 companies in the Russell 1000--Registered Trademark-- Index with
    the lowest market capitalization. These companies are considered
    representative of medium-sized companies.

(2) The average annual total return given is since the date closest to the
    earliest date the index became available.


                                        2
<PAGE>   18
                             ----------------------
                             AIM CONSTELLATION FUND
                             ----------------------

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

FEE TABLE

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

<TABLE>
<CAPTION>
SHAREHOLDER FEES
- - - - - - - - - - - - - - - - - - - - - - - - -
(fees paid directly from
your investment)        CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Maximum Sales Charge (Load)
Imposed on Purchases
(as a percentage of
offering price)          5.50%     None      None
Maximum Deferred
Sales Charge (Load)
(as a percentage of
original purchase
price or redemption
proceeds, whichever
is less)                 None(1)   5.00%     1.00%
- -------------------------------------------------------
</TABLE>

<TABLE>
<CAPTION>
ANNUAL FUND OPERATING EXPENSES
- - - - - - - - - - - - - - - - - - - - - - - - -
(expenses that are deducted
from fund assets)       CLASS A   CLASS B   CLASS C
- -------------------------------------------------------
<S>                     <C>       <C>       <C>
Management Fees           0.63%     0.63%     0.63%
Distribution and/or
Service (12b-1) Fees      0.30      1.00      1.00
Other Expenses            0.19      0.37      0.36
Total Annual Fund
Operating Expenses        1.12      2.00      1.99
Fee Waiver(2)             0.02      0.02      0.02
Net Expenses              1.10      1.98      1.97
- -------------------------------------------------------
</TABLE>

(1) If you buy $1,000,000 or more of Class A shares and redeem these shares
    within 18 months from the date of purchase, you may pay a 1% contingent
    deferred sales charge (CDSC) at the time of redemption.
(2) The investment advisor has contractually agreed to waive a portion of its
    fees.

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

EXPENSE EXAMPLE

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

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

<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $658     $886     $1,133     $1,838
Class B    703      927      1,278      2,100
Class C    302      624      1,073      2,317
- ----------------------------------------------
</TABLE>

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

<TABLE>
<CAPTION>
         1 YEAR   3 YEARS   5 YEARS   10 YEARS
- ----------------------------------------------
<S>      <C>      <C>       <C>       <C>
Class A   $658     $886     $1,133     $1,838
Class B    203      627      1,078      2,100
Class C    202      624      1,073      2,317
- ----------------------------------------------
</TABLE>

                                        3
<PAGE>   19
                             ----------------------
                             AIM CONSTELLATION FUND
                             ----------------------

FUND MANAGEMENT
- --------------------------------------------------------------------------------

THE ADVISORS

A I M Advisors, Inc. (the advisor) serves as the fund's investment advisor.
A I M Capital Management, Inc. (the subadvisor), a wholly owned subsidiary of
the advisor, is the fund's subadvisor and is responsible for its day-to-day
management. Both the advisor and the subadvisor are located at 11 Greenway
Plaza, Suite 100, Houston, Texas 77046-1173. The advisors supervise all aspects
of the fund's operations and provide investment advisory services to the fund,
including obtaining and evaluating economic, statistical and financial
information to formulate and implement investment programs for the fund.

  The advisor has acted as an investment advisor since its organization in 1976,
and the subadvisor has acted as an investment advisor since 1986. Today, the
advisor, together with its subsidiaries, advises or manages over 125 investment
portfolios, including the fund, encompassing a broad range of investment
objectives.

ADVISOR COMPENSATION

During the fiscal year ended October 31, 1998, the advisor received compensation
of 0.61% of average daily net assets.

PORTFOLIO MANAGERS

The advisors use a team approach to investment management. The individual
members of the team who are primarily responsible for the day-to-day management
of the fund's portfolio, all of whom are officers of the subadvisor, are

- - David P. Barnard, Senior Portfolio Manager, who has been responsible for the
  fund since 1990 and has been associated with the advisor and/or its affiliates
  since 1982.

- - Robert M. Kippes, Senior Portfolio Manager, who has been responsible for the
  fund since 1993 and has been associated with the advisor and/or its affiliates
  since 1989.

- - Christopher P. Perras, Portfolio Manager, who has been responsible for the
  fund since 1999 and has been associated with the advisor and/or its
  affiliates since 1999. From 1997 to 1999, he was an equity analyst at Van
  Wagoner Capital Management. From 1995 to 1997, he was Associate Portfolio
  Manager for Van Kampen American Capital Asset Management, Inc.

- - Charles D. Scavone, Senior Portfolio Manager, who has been responsible for the
  fund since 1996 and has been associated with the advisor and/or its affiliates
  since 1996. From 1994 to 1996, he was Associate Portfolio Manager for Van
  Kampen American Capital Asset Management, Inc.

- - Kenneth A. Zschappel, Senior Portfolio Manager, who has been responsible for
  the fund since 1996 and has been associated with the advisor and/or its
  affiliates since 1990.

OTHER INFORMATION
- --------------------------------------------------------------------------------

SALES CHARGES

Purchases of Class A shares of AIM Constellation Fund are subject to the maximum
5.50% initial sales charge as listed under the heading "CATEGORY I Initial Sales
Charges" in the "Shareholder Information--Choosing a Share Class" section of
this prospectus. Purchases of Class B and Class C shares are subject to the
contingent deferred sales charges listed in that section.

DIVIDENDS AND DISTRIBUTIONS

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

DIVIDENDS

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

CAPITAL GAINS DISTRIBUTIONS

The fund generally distributes long-term and short-term capital gains (including
any net gains from foreign currency transactions), if any, annually.


                                        4
<PAGE>   20
                             ----------------------
                             AIM CONSTELLATION FUND
                             ----------------------

FINANCIAL HIGHLIGHTS
- --------------------------------------------------------------------------------

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

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

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

<TABLE>
<CAPTION>
                                                                               CLASS A
                                                  -----------------------------------------------------------------
                                                                       YEAR ENDED OCTOBER 31,
                                                     1998          1997          1996          1995         1994
- -------------------------------------------------------------------------------------------------------------------
<S>                                               <C>           <C>           <C>           <C>          <C>
Net asset value, beginning of period              $     29.23   $     25.48   $     23.69   $    18.31   $    17.04
Income from investment operations:
  Net investment income (loss)                          (0.14)        (0.11)        (0.06)       (0.05)       (0.02)
  Net gains (losses) on securities (both
    realized and unrealized)                            (0.62)         4.75          2.60         5.95         1.29
  Total from investment operations                      (0.76)         4.64          2.54         5.90         1.27
Distributions from net realized gains                   (2.10)        (0.89)        (0.75)       (0.52)          --
Net asset value, end of period                    $     26.37   $     29.23   $     25.48   $    23.69   $    18.31
Total return(a)                                         (2.30)%       18.86%        11.26%       33.43%        7.45%
- -------------------------------------------------------------------------------------------------------------------
Ratios/supplemental data:
- -------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)          $12,391,844   $14,319,441   $11,255,506   $7,000,350   $3,726,029
Ratio of expenses to average net assets(b)               1.10%(c)      1.11%         1.14%        1.16%        1.20%
Ratio of net investment income (loss) to average
  net assets(d)                                         (0.47)%(c)    (0.40)%       (0.27)%      (0.32)%      (0.15)%
Portfolio turnover                                         76%           67%           58%          45%          79%
- -------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Does not deduct sales charges.
(b) After fee waivers and/or expense reimbursements. Ratios of expenses to
    average net assets prior to fee waivers and/or expense reimbursements were
    1.12%, 1.13%, 1.16%, 1,18% and 1.21% for 1998-1994.
(c) Ratios are based on average net assets of $13,894,845,349.
(d) After fee waivers and/or expense reimbursements. Ratios of net investment
    income (loss) to average net assets prior to fee waivers and/or expense
    reimbursement were (0.50)%, (0.42)%, (0.29)%, (0.34)% and (0.16)% for
    1998-1994.

<TABLE>
<CAPTION>
                                                      CLASS B                               CLASS C
                                             --------------------------   -------------------------------------------
                                              NOVEMBER 3, 1997                                         AUGUST 4
                                                   THROUGH                     YEAR ENDED              THROUGH
                                              OCTOBER 31, 1998              OCTOBER 31, 1998       OCTOBER 31, 1997
- ---------------------------------------------------------------------------------------------------------------------
<S>                                          <C>                          <C>                    <C>
Net asset value, beginning of period              $  30.04                      $ 29.18                $ 30.32
Income from investment operations:
  Net investment income (loss)                       (0.37)(a)                    (0.37)(a)              (0.04)
  Net gains (losses) on securities (both
    realized and unrealized)                         (1.46)                       (0.61)                 (1.10)
  Total from investment operations                   (1.83)                       (0.98)                 (1.14)
Distributions from net realized gains                (2.10)                       (2.10)                    --
Net asset value, end of period                    $  26.11                      $ 26.10                $ 29.18
Total return(b)                                      (5.86)%                      (3.12)%                (3.76)%
- ---------------------------------------------------------------------------------------------------------------------
Ratios/supplemental data:
- ---------------------------------------------------------------------------------------------------------------------
Net assets, end of period (000s omitted)          $275,676                      $76,522                $21,508
Ratio of expenses to average net assets(c)            1.98%(d)(e)                  1.97%(d)               1.84%(e)
Ratio of net investment income (loss) to
  average net assets(f)                              (1.36)%(d)(e)                (1.35)%(d)             (1.12)%(e)
Portfolio turnover rate                                 76%                          76%                    67%
- ---------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Calculated using average shares outstanding.
(b) Does not deduct contingent deferred sales charges and is not annualized for
    periods less than one year.
(c) After fee waivers and/or expense reimbursements. Ratios of expenses to
    average net assets prior to fee waivers and/or expense reimbursements were
    2.00% (annualized) for 1998 for Class B and 1.99% and 1.86% (annualized) for
    1998 and 1997 for Class C.
(d) Ratios are based on average net assets of $158,509,468 and $50,654,588 for
    Class B and Class C, respectively.
(e) Annualized.
(f) After fee waivers and/or expense reimbursements. Ratios of net investment
    income (loss) to average net assets prior to fee waivers and/or expense
    reimbursements were (1.38)% (annualized) for 1998 for Class B and (1.37)%
    and (1.15)% (annualized) for 1998-1997 for Class C.

                                        5
<PAGE>   21
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SHAREHOLDER INFORMATION
- --------------------------------------------------------------------------------

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

CHOOSING A SHARE CLASS

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

<TABLE>
<CAPTION>
CLASS A                              CLASS B                              CLASS C
- ---------------------------------------------------------------------------------------------------------
<S>                                  <C>                                  <C>
- - Initial sales charge               - No initial sales charge            - No initial sales charge

- - Reduced or waived initial sales    - Contingent deferred sales          - Contingent deferred sales
  charge for certain purchases         charge on redemptions within six     charge on redemptions within
                                       years                                one year

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

                                     - Converts to Class A shares         - Does not convert to Class A
                                       after eight years along with a       shares
                                       pro rata portion of its
                                       reinvested dividends and
                                       distributions(1)

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

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

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

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

DISTRIBUTION AND SERVICE (12b-1) FEES

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

SALES CHARGES

Generally, you will not pay a sales charge on purchases or redemptions of Class
A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM Money
Market Fund. You may be charged a contingent deferred sales charge if you redeem
AIM Cash Reserve Shares of AIM Money Market Fund acquired through certain
exchanges. Sales charges on all other AIM Funds and classes of those Funds are
detailed below. As used below, the term "offering price" with respect to all
categories of Class A shares includes the initial sales charge.

INITIAL SALES CHARGES

The AIM Funds are grouped into three categories with respect to initial sales
charges. The "Other Information" section of your prospectus will tell you in
what category your particular AIM Fund is classified.

<TABLE>
<CAPTION>
CATEGORY I INITIAL SALES CHARGES
- ----------------------------------------------------------

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

                                      A-1                             MCF--11/99
<PAGE>   22
                                 -------------
                                 THE AIM FUNDS
                                 -------------

<TABLE>
<CAPTION>
CATEGORY II INITIAL SALES CHARGES
- ----------------------------------------------------------

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

<TABLE>
<CAPTION>
CATEGORY III INITIAL SALES CHARGES
- ----------------------------------------------------------

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

CONTINGENT DEFERRED SALES CHARGES FOR CLASS A SHARES

You can purchase $1,000,000 or more of Class A shares at net asset value.
However, if you purchase shares of that amount in Categories I or II, they will
be subject to a contingent deferred sales charge (CDSC) of 1% if you redeem them
prior to 18 months after the date of purchase. The distributor may pay a dealer
concession and/or a service fee for purchases of $1,000,000 or more.

CONTINGENT DEFERRED SALES CHARGES FOR
CLASS B AND CLASS C SHARES

You can purchase Class B and Class C shares at their net asset value per share.
However, when you redeem them, they are subject to a CDSC in the following
percentages:

<TABLE>
<CAPTION>
YEAR SINCE
PURCHASE MADE              CLASS B            CLASS C
- ----------------------------------------------------------
<S>                   <C>                <C>
First                         5%                 1%
Second                        4                None
Third                         3                None
Fourth                        3                None
Fifth                         2                None
Sixth                         1                None
Seventh and following       None               None
- ----------------------------------------------------------
</TABLE>

COMPUTING A CDSC

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

REDUCED SALES CHARGES
AND SALES CHARGE EXCEPTIONS

You may qualify for reduced sales charges or sales charge exceptions. To qualify
for these reductions or exceptions, you or your financial consultant must
provide sufficient information at the time of purchase to verify that your
purchase qualifies for such treatment.

REDUCED SALES CHARGES

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

Rights of Accumulation

You may combine your new purchases of Class A shares with Class A shares
currently owned for the purpose of qualifying for the lower initial sales charge
rates that apply to larger purchases. The applicable initial sales charge for
the new purchase is based on the total of your current purchase and the current
value of all Class A shares you own.

Letters of Intent

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

INITIAL SALES CHARGE EXCEPTIONS

You will not pay initial sales charges

- - on shares purchased by reinvesting dividends and distributions;

- - when exchanging shares among certain AIM Funds;

- - when using the reinstatement privilege; and

- - when a merger, consolidation, or acquisition of assets of an AIM Fund occurs.

CONTINGENT DEFERRED SALES CHARGE (CDSC) EXCEPTIONS

You will not pay a CDSC

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

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

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

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

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

MCF--11/99                            A-2
<PAGE>   23
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PURCHASING SHARES

MINIMUM INVESTMENTS PER AIM FUND ACCOUNT

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

<TABLE>
<CAPTION>
                                                    INITIAL                                      ADDITIONAL
TYPE OF ACCOUNT                                   INVESTMENTS                                    INVESTMENTS
- ----------------------------------------------------------------------------------------------------------------
<S>                                              <C>                                         <C>
Savings Plans (money-purchase/profit sharing     $  0 ($25 per AIM Fund investment for                $25
plans, 401(k) plans, Simplified Employee Pension      salary deferrals from Savings Plans)
(SEP) accounts, Salary Reduction (SARSEP)
accounts, Savings Incentive Match Plans for
Employee IRA (Simple IRA) accounts, 403(b) or
457 plans)
Automatic Investment Plans                         50                                                  50
IRA, Education IRA or Roth IRA                    250                                                  50
All other accounts                                500                                                  50
- ----------------------------------------------------------------------------------------------------------------
</TABLE>

HOW TO PURCHASE SHARES

You may purchase shares using one of the options below.

PURCHASE OPTIONS
- --------------------------------------------------------------------------------

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------
                                OPENING AN ACCOUNT                     ADDING TO AN ACCOUNT
- ----------------------------------------------------------------------------------------------------------
<S>                             <C>                                    <C>
Through a Financial Consultant  Contact your financial consultant.     Same
By Mail                         Mail completed account application     Mail your check and the remittance
                                and purchase payment to the            slip from your confirmation
                                transfer agent,                        statement to the transfer agent.
                                A I M Fund Services, Inc.,
                                P.O. Box 4739,
                                Houston, TX 77210-4739.
By Wire                         Mail completed account application     Call the transfer agent to receive
                                to the transfer agent. Call the        a reference number. Then, use the
                                transfer agent at (800) 959-4246 to    wire instructions at left.
                                receive a reference number.
                                Then, use the following wire
                                instructions:
                                Beneficiary Bank ABA/Routing #:
                                113000609
                                Beneficiary Account Number:
                                00100366807
                                Beneficiary Account Name:
                                A I M Fund Services, Inc.
                                RFB: Fund Name, Reference #
                                OBI: Your Name, Account #
By AIM Bank Connection(SM)      Open your account using one of the     Mail completed AIM Bank
                                methods described above.               Connection form to the transfer
                                                                       agent. Once the transfer agent has
                                                                       received the form, call the
                                                                       transfer agent to place your
                                                                       purchase order.
By AIM Internet Connect(SM)     Open your account using one of the     Select the AIM Internet Connect option
                                methods described above.               on your completed account application
                                                                       or complete an AIM Internet
                                                                       Connect Authorization Form. Mail the
                                                                       application or form to the transfer
                                                                       agent. Once your request for this option
                                                                       has been processed (which may take up
                                                                       to 10 days), you may place your purchase
                                                                       order at www.aimfunds.com. The
                                                                       maximum purchase amount per
                                                                       transaction is $100,000. You may
                                                                       not purchase shares in AIM
                                                                       prototype retirement accounts on
                                                                       the internet.
- ----------------------------------------------------------------------------------------------------------
</TABLE>

                                      A-3                             MCF--11/99
<PAGE>   24
                                 -------------
                                 THE AIM FUNDS
                                 -------------

SPECIAL PLANS

AUTOMATIC INVESTMENT PLAN

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

DOLLAR COST AVERAGING

Dollar Cost Averaging allows you to make automatic monthly or quarterly
exchanges, if permitted, from one AIM Fund account to one or more other AIM Fund
accounts with the identical registration. The account from which exchanges are
to be made must have a minimum balance of $5,000 before you can use this option.
Exchanges will occur on (or about) the 10th or 25th day of the month, whichever
you specify, in the amount you specify. The minimum amount you can exchange to
another AIM Fund is $50.

AUTOMATIC DIVIDEND INVESTMENT

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

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

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

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

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

PORTFOLIO REBALANCING PROGRAM

If you have at least $5,000 in your account, you may participate in the
Portfolio Rebalancing Program. Under this Program, you can designate how the
total value of your AIM Fund holdings should be rebalanced, on a percentage
basis, between two and ten of your AIM Funds on a quarterly, semiannual or
annual basis. Your portfolio will be rebalanced through the exchange of shares
in one or more of your AIM Funds for shares of the same class of one or more
other AIM Funds in your portfolio. If you wish to participate in the Program,
make changes or cancel the Program, the transfer agent must receive your request
to participate, changes, or cancellation in good order at least five business
days prior to the next rebalancing date, which is normally the 28th day of the
last month of the period you choose. You may realize taxable gains from these
exchanges. We may modify, suspend or terminate the Program at any time on 60
days' prior written notice.

RETIREMENT PLANS

Shares of most of the AIM Funds can be purchased through tax-sheltered
retirement plans made available to corporations, individuals and employees of
non-profit organizations and public schools. A plan document must be adopted
to establish a retirement plan. You may use AIM Funds-sponsored retirement
plans, which include IRAs, Education IRAs, Roth IRAs, 403(b) plans, 401(k)
plans, SIMPLE IRA plans, SEP/SARSEP plans and Money Purchase/Profit Sharing
plans, or another sponsor's retirement plan. The plan custodian of the AIM
Funds-sponsored retirement plan assesses an annual maintenance fee of $10.
Contact your financial consultant for details.

REDEEMING SHARES

REDEMPTION FEES

Generally, we will not charge you any fees to redeem your shares. However, if
you acquired Class A shares of AIM Developing Markets Fund in connection with
the reorganization of AIM Eastern Europe Fund, you will be charged a redemption
fee of 2% of the net asset value of those shares, which will be paid to AIM
Developing Markets Fund, if you redeem your shares within the first year after
the reorganization. Your broker or financial consultant may charge service fees
for handling redemption transactions. Your shares also may be subject to a
contingent deferred sales charge (CDSC).

REDEMPTION OF AIM CASH RESERVE SHARES OF
AIM MONEY MARKET FUND ACQUIRED BY EXCHANGE

If you redeem AIM Cash Reserve Shares acquired by exchange from Class A shares
subject to a CDSC within 18 months of the purchase of the Class A shares, you
will be charged a CDSC.

REDEMPTION OF CLASS B SHARES OR CLASS C
SHARES ACQUIRED BY EXCHANGE FROM AIM CASH
RESERVE SHARES OF AIM MONEY MARKET FUND

We will begin the holding period for purposes of calculating the CDSC on Class B
shares or Class C shares acquired by exchange from AIM Cash Reserve Shares of
AIM Money Market Fund at the time of the exchange into Class B shares or Class C
shares.

REDEMPTION OF CLASS B SHARES ACQUIRED BY
EXCHANGE FROM AIM FLOATING RATE FUND

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

MCF--11/99                            A-4
<PAGE>   25
                                 -------------
                                 THE AIM FUNDS
                                 -------------

HOW TO REDEEM SHARES
- --------------------------------------------------------------------------------

<TABLE>
<S>                           <C>
Through a Financial           Contact your financial consultant.
  Consultant

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

By Telephone                  Call the transfer agent. You will be allowed to redeem by
                              telephone if (1) the proceeds are to be mailed to the
                              address on record (if there has been no change communicated
                              to us within the last 30 days) or transferred electronically
                              to a pre-authorized checking account; (2) you do not hold
                              physical share certificates; (3) you can provide proper
                              identification information; (4) the proceeds of the
                              redemption do not exceed $50,000; and (5) you have not
                              previously declined the telephone redemption privilege.
                              Certain accounts, including retirement accounts and 403(b)
                              plans, may not be redeemed by telephone. The transfer agent
                              must receive your call during the hours the New York Stock
                              Exchange (NYSE) is open for business in order to effect the
                              redemption at that day's closing price.

By AIM Internet Connect       Place your redemption request at www.aimfunds.com. You will
                              be allowed to redeem by internet if (1) you do not hold
                              physical share certificates; (2) you can provide proper
                              identification information; (3) the proceeds of the
                              redemption do not exceed $50,000; and (4) you have
                              established the internet trading option. AIM prototype
                              retirement accounts may not be redeemed on the internet. The
                              transfer agent must confirm your transaction during the
                              hours the NYSE is open for business in order to effect the
                              redemption at that day's closing price.
</TABLE>

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

TIMING AND METHOD OF PAYMENT

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

REDEMPTION BY MAIL

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

REDEMPTION BY TELEPHONE

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

REDEMPTION BY INTERNET

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

PAYMENT FOR SYSTEMATIC WITHDRAWALS

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

EXPEDITED REDEMPTIONS

(AIM Cash Reserve Shares of AIM Money Market Fund only)

If we receive your redemption order before 11:30 a.m. Eastern Time, we will try
to transmit payment of redemption proceeds on that same day. If we receive your
redemption order after 11:30 a.m. Eastern Time and before the close of trading
on the NYSE, we generally will transmit payment on the next business day.

                                      A-5                             MCF--11/99
<PAGE>   26
                                 -------------
                                 THE AIM FUNDS
                                 -------------

REDEMPTIONS BY CHECK

(Class A shares of AIM Tax-Exempt Cash Fund and AIM Cash Reserve Shares of AIM
Money Market Fund only)

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

SIGNATURE GUARANTEES

We require a signature guarantee when you redeem by mail and

(1) the amount is greater than $50,000;

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

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

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

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

REINSTATEMENT PRIVILEGE (Class A shares only)

You may, within 90 days after you sell Class A shares (except Class A shares of
AIM Tax-Exempt Cash Fund), reinvest all or part of your redemption proceeds in
Class A shares of any AIM Fund at net asset value in an identically registered
account. If you sold Class A shares of AIM Limited Maturity Treasury Fund or AIM
Tax-Free Intermediate Fund, you will incur an initial sales charge reflecting
the difference between the initial sales charges on those Funds and the ones in
which you will be investing. In addition, if you paid a contingent deferred
sales charge (CDSC) on any reinstated amount, you will not be subject to a CDSC
if you later redeem that amount. You must notify the transfer agent in writing
at the time you reinstate that you are exercising your reinstatement privilege.
You may exercise this privilege only once per year.

REDEMPTIONS BY THE AIM FUNDS

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

  If an AIM Fund determines that you have provided incorrect information in
your account application, the AIM Fund may, at its discretion, redeem the
account and distribute the proceeds to you.

EXCHANGING SHARES

You may, under certain circumstances, exchange shares in one AIM Fund for those
of another AIM Fund. Before requesting an exchange, review the prospectus of the
AIM Fund you wish to acquire. Exchange privileges also apply to holders of the
Connecticut General Guaranteed Account, established for tax-qualified group
annuities, for contracts purchased on or before June 30, 1992.

PERMITTED EXCHANGES

Except as otherwise stated below, you may exchange your shares for shares of the
same class of another AIM Fund. You may exchange AIM Cash Reserve Shares of AIM
Money Market Fund for Class A shares of another AIM Fund, or vice versa. You
also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for Class B
shares or Class C shares of another AIM Fund, but only if the AIM Cash Reserve
Shares were purchased directly and not acquired by exchange. You may be required
to pay an initial sales charge when exchanging from a Fund with a lower initial
sales charge than the one into which you are exchanging. If you exchange from
Class A shares not subject to a CDSC into Class A shares subject to those
charges, you will be charged a CDSC when you redeem the exchanged shares. The
CDSC charged on redemption of those shares will be calculated starting on the
date you acquired those shares through exchange.

  You also may exchange AIM Cash Reserve Shares of AIM Money Market Fund for
Advisor Class shares, but only if you acquired the AIM Cash Reserve Shares
through an exchange from Advisor Class shares.

YOU WILL NOT PAY A SALES CHARGE WHEN EXCHANGING:

(1) Class A shares with an initial sales charge (except for Class A shares of
    AIM Limited Maturity Treasury Fund and AIM Tax-Free Intermediate Fund) for
    Class A shares of another AIM Fund or AIM Cash Reserve Shares of AIM Money
    Market Fund;

(2) Class A shares of AIM Limited Maturity Treasury Fund and AIM Tax-Free
    Intermediate Fund for

    (a) one another;

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

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

       (i)  you acquired the original shares before May 1, 1994; or

       (ii) you acquired the original shares on or after May 1, 1994 by way of
            an exchange from shares with higher sales charges;

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

    (a) one another;

    (b) Class A shares of an AIM Fund subject to an initial sales charge (except
        for Class A shares of AIM Limited

MCF--11/99                            A-6
<PAGE>   27
                                 -------------
                                 THE AIM FUNDS
                                 -------------

        Maturity Treasury Fund and AIM Tax-Free Intermediate Fund), but only if
        you acquired the original shares

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

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

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

(4) Class B shares for other Class B shares, and Class C shares for other Class
    C shares.

(5) AIM Cash Reserve Shares of AIM Money Market Fund for Class B shares and
    Class C shares.

EXCHANGES NOT PERMITTED

You may not exchange Class A shares subject to contingent deferred sales charges
for Class A shares of AIM Limited Maturity Treasury Fund, AIM Tax-Free
Intermediate Fund or AIM Tax-Exempt Cash Fund.

EXCHANGE CONDITIONS

The following conditions apply to all exchanges:

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

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

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

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

- - Shares must have been held for at least one day prior to the exchange;

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

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

TERMS OF EXCHANGE

Under unusual market conditions, an AIM Fund may delay the purchase of shares
being acquired in an exchange for up to five business days if it determines that
it would be materially disadvantaged by the immediate transfer of exchange
proceeds. There is no fee for exchanges. The exchange privilege is not an option
or right to purchase shares. Any of the participating AIM Funds or the
distributor may modify or discontinue this privilege at any time.

BY MAIL

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

BY TELEPHONE

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

BY INTERNET

You will be allowed to exchange by internet if (1) you do not hold physical
share certificates; (2) you can provide proper identification information; and
(3) you have established the internet trading option.

EXCHANGING CLASS B AND CLASS C SHARES

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

 EACH AIM FUND AND ITS AGENTS RESERVE THE RIGHT AT ANY TIME TO:

 - REJECT OR CANCEL ANY PART OF ANY PURCHASE OR EXCHANGE ORDER;

 - MODIFY ANY TERMS OR CONDITIONS OF PURCHASE OF SHARES OF ANY AIM FUND;

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

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

                                      A-7                             MCF--11/99
<PAGE>   28
                                 -------------
                                 THE AIM FUNDS
                                 -------------

PRICING OF SHARES

DETERMINATION OF NET ASSET VALUE

The price of each AIM Fund's shares is the fund's net asset value per share. The
AIM Funds value portfolio securities for which market quotations are readily
available at market value. The AIM Funds value short-term investments maturing
within 60 days at amortized cost, which approximates market value. AIM Money
Market Fund and AIM Tax-Exempt Cash Fund value all of their securities at
amortized cost. AIM High Income Municipal Fund, AIM Municipal Bond Fund, AIM
Tax-Exempt Bond Fund of Connecticut and AIM Tax-Free Intermediate Fund value
variable rate securities that have an unconditional demand or put feature
exercisable within seven days or less at par, which reflects the market value of
such securities.

  The AIM Funds value all other securities and assets at their fair value.
Securities and other assets quoted in foreign currencies are valued in U.S.
dollars based on the prevailing exchange rates on that day. In addition, if,
between the time trading ends on a particular security and the close of the
NYSE, events occur that materially affect the value of the security, the AIM
Funds may value the security at its fair value as determined in good faith by or
under the supervision of the Board of Directors or Trustees of the AIM Fund. The
effect of using fair value pricing is that an AIM Fund's net asset value will be
subject to the judgment of the Board of Directors or Trustees or its designee
instead of being determined by the market. Because some of the AIM Funds may
invest in securities that are primarily listed on foreign exchanges, the value
of those funds' shares may change on days when you will not be able to purchase
or redeem shares.

  Each AIM Fund determines the net asset value of its shares as of the close of
the NYSE on each day the NYSE is open for business. AIM Money Market Fund also
determines its net asset value as of 12:00 noon Eastern Time on each day the
NYSE is open for business.

TIMING OF ORDERS

You can purchase, exchange or redeem shares during the hours the NYSE is open
for business. The AIM Funds price purchase, exchange and redemption orders at
the net asset value calculated after the transfer agent receives an order in
good form. An AIM Fund may postpone the right of redemption only under unusual
circumstances, as allowed by the Securities and Exchange Commission, such as
when the NYSE restricts or suspends trading.

TAXES

In general, dividends and distributions you receive are taxable as ordinary
income or long-term capital gains for federal income tax purposes, whether you
reinvest them in additional shares or take them in cash. Distributions are
taxable to you at different rates depending on the length of time the fund holds
its assets. Different tax rates apply to ordinary income and long-term capital
gain distributions, regardless of how long you have held your shares. Every
year, you will be sent information showing the amount of dividends and
distributions you received from each AIM Fund during the prior year.

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

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

  The foreign, state and local tax consequences of investing in AIM Fund shares
may differ materially from the federal income tax consequences described above.
You should consult your tax advisor before investing.

MCF--11/99                            A-8
<PAGE>   29
                             ----------------------
                             AIM CONSTELLATION FUND
                             ----------------------

OBTAINING ADDITIONAL INFORMATION
- --------------------------------------------------------------------------------

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

  If you have questions about this fund, another fund in The AIM Family of
Funds--Registered Trademark-- or your account, or wish to obtain free copies of
the fund's current SAI or annual or semiannual reports, please contact us



- ---------------------------------------------------------
<TABLE>
<S>                          <C>
BY MAIL:                     A I M Fund Services, Inc.
                             P.O. Box 4739
                             Houston, TX 77210-4739


BY TELEPHONE:                (800) 347-4246


BY E-MAIL:                   [email protected]


ON THE INTERNET:             http://www.aimfunds.com
                             (prospectuses and annual
                             and semiannual reports
                             only)
</TABLE>

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

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

- -----------------------------------
 AIM Constellation Fund
 SEC 1940 Act file number: 811-1424
- -----------------------------------

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


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