AIM EQUITY FUNDS INC, 485APOS, 1999-09-30

AIM EQUITY FUNDS INC
485APOS, 1999-09-30

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<PAGE> 1

As filed with the Securities and Exchange Commission on September 30, 1999

1933 Act Registration No. 2-25469
-------
1940 Act Registration No. 811-1424
--------

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM N-1A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 X
---
Pre-Effective Amendment No.
---- ---

Post-Effective Amendment No. 61 X
---- ---

and/or

REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940

Amendment No. 61 X
---- ---

(Check appropriate box or boxes.)

AIM EQUITY FUNDS, INC.
-----------------------
(Exact Name of Registrant as Specified in Charter)

11 Greenway Plaza, Suite 100, Houston, TX 77046
-----------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)

Registrant's Telephone Number, including Area Code (713) 626-1919
--------------
Charles T. Bauer

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

Copy to:

<TABLE>
<S> <C>
Lisa A. Moss, Esquire Martha J. Hays, Esquire
A I M Advisors, Inc. Ballard Spahr Andrews & Ingersoll, LLP
11 Greenway Plaza, Suite 100 1735 Market Street, 51st Floor
Houston, Texas 77046-1173 Philadelphia, Pennsylvania 19103-7599

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

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

immediately upon filing pursuant to paragraph (b)
- ----
on (date), pursuant to paragraph (b)
- ----
60 days after filing pursuant to paragraph (a)(1)
- ----

X on December 1, 1999 pursuant to paragraph (a)(1)
- ----

75 days after filing pursuant to paragraph (a)(2)
- ----
on (date) pursuant to paragraph (a)(2) of rule 485.
- ----

If appropriate, check the following box:

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

Title of Securities Being Registered: Common Stock

<PAGE> 2
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> 3
----------------------
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, La
Familia AIM de Fondos, La Familia AIM de Fondos and Design and Invest with
Discipline are registered service marks and AIM Bank Connection, AIM Funds, AIM
Funds and Design, AIM Investor and AIM Internet Connect 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> 4
----------------------
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 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> 5
----------------------
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.

<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 lowest 800 companies in the Russell 1000--Registered Trademark-- Index.
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> 6
----------------------
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,
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> 7
----------------------
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

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> 8
----------------------
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> 9
-------------
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--09/99
<PAGE> 10
-------------
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--09/99 A-2
<PAGE> 11
-------------
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(SM) 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 Mail completed AIM Internet Connect
methods described above. Authorization Form to the transfer
agent. Once your form 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--09/99
<PAGE> 12
-------------
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--09/99 A-4
<PAGE> 13
-------------
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--09/99
<PAGE> 14
-------------
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
opening an account or in the course of conducting subsequent transactions, 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

(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--09/99 A-6
<PAGE> 15
-------------
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--09/99
<PAGE> 16
-------------
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--09/99 A-8
<PAGE> 17
----------------------
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--
<PAGE> 18

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.

[AIM LOGO APPEARS HERE] INVEST WITH DISCIPLINE
--Registered Trademark--
<PAGE> 19

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

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

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 9

Redeeming Shares 9

Pricing of Shares 10

Taxes 10

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

----------------------------------------------
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.

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, 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.

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
<PAGE> 21

----------------------------------------------
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
<PAGE> 22
----------------------------------------------
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 lowest 800 companies in the Russell 1000--Registered Trademark--
Index. 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> 23
----------------------------------------------
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>
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>
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
<PAGE> 24
----------------------------------------------
AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS
----------------------------------------------

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.

- - 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> 25
AIM CHARTER - CONSTELLATION - WEINGARTEN FUNDS

Other Information
- --------------------------------------------------------------------------------

DIVIDENDS AND DISTRIBUTIONS
DIVIDENDS

The funds generally declare and pay dividends, if any, annually, with respect to
Constellation and Weingarten, and quarterly, with respect to Charter. Following
Charter's June 1999 quarterly dividend, the fund will begin declaring and paying
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. Fund Management Company (the distributor) will
review each application for purchase of the Institutional Classes and reserves
the right to reject any order to purchase based upon a review of the suitability
of the investor.

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> 26

----------------------------------------------
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>
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> 27

----------------------------------------------
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>
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> 28
----------------------------------------------
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 Fund Management Company (the
distributor) at 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173. An
account application may be obtained from the distributor.

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 distributor.

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 a fund determines that you have provided incorrect information in opening an
account or in the course of conducting subsequent transactions, the fund may, at
its discretion, redeem the account and distribute the proceeds to you.

The Board of Directors may redeem shares if it determines in its sole
discretion that failure to so redeem may have materially adverse consequences to
the shareholder of such fund.

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

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.
- --------------------------------------------------------------------------------

9
<PAGE> 29
----------------------------------------------
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.

10
<PAGE> 30
----------------------------------------------
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. 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> 31

PART C: OTHER INFORMATION

Item 23 Exhibits

a (1) - (a) Articles of Incorporation of Registrant, as filed with
the State of Maryland on May 20, 1988, were filed as an
Exhibit to Post-Effective Amendment No. 34 on June 13, 1988,
and were filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995, and are hereby
incorporated by reference.

- (b) Articles Supplementary, as filed with the State of
Maryland on March 27, 1991, were filed as an Exhibit to
Post-Effective Amendment No. 40 on February 26, 1992, and
were filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995, and are hereby
incorporated by reference.

- (c) Articles Supplementary, as filed with the State of
Maryland on December 23, 1991, were filed as an Exhibit to
Post-Effective Amendment No. 40 on February 26, 1992, and
were filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995, and are hereby
incorporated by reference.

- (d) Articles Supplementary, as filed with the State of
Maryland on October 8, 1993, were filed as an Exhibit to
Post-Effective Amendment No. 43 on February 28, 1994, and
were filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995, and are hereby
incorporated by reference.

- (e) Articles of Amendment, as filed with the State of
Maryland on June 5, 1995, were filed electronically as an
Exhibit to Post-Effective Amendment No. 47 on December 29,
1995, and are hereby incorporated by reference.

- (f) Articles Supplementary, as filed with the State of
Maryland on June 5, 1995, were filed electronically as an
Exhibit to Post-Effective Amendment No. 47 on December 29,
1995, and are hereby incorporated by reference.

- (g) Articles Supplementary, as filed with the State of
Maryland on December 19, 1995, were filed electronically as
an Exhibit to Post-Effective Amendment No. 47 on December 29,
1995, and are hereby incorporated by reference.

- (h) Articles Supplementary, as filed with the State of
Maryland on June 26, 1996, were filed electronically as an
Exhibit to Post-Effective Amendment No. 50 on July 24, 1996,
and are hereby incorporated by reference.

- (i) Articles Supplementary, as filed with the State of
Maryland on June 24, 1997, were filed electronically as an
Exhibit to Post-Effective Amendment No. 53 on October 9,
1997, and are hereby incorporated by reference.

- (j) Articles Supplementary, as filed with the State of
Maryland on October 1, 1997, were filed electronically as an
Exhibit to Post-Effective Amendment No. 53 on October 9,
1997, and are hereby incorporated by reference.

- (k) Articles Supplementary, as filed with the State of
Maryland on November 24, 1998, were filed electronically as
an Exhibit to Post-Effective Amendment No. 55 on December 11,
1998, and are hereby incorporated by reference.

C-1
<PAGE> 32

- (l) Articles Supplementary, as filed with the State of
Maryland on December 11, 1998, were filed electronically as
an Exhibit to Post-Effective Amendment No. 56 on February 23,
1999, and is hereby incorporated by reference.

- (m) Articles Supplementary, as filed with the State of
Maryland on March 15, 1999 were filed electronically as an
Exhibit to Post-Effective Amendment No. 57 on March 24, 1999,
and are hereby incorporated by reference.

- (n) Form of Articles of Amendment was filed electronically as
an Exhibit to Post-Effective Amendment No. 60 on July 15,
1999, and is hereby incorporated by reference.

- (o) Form of Articles Supplementary was filed electronically as
an Exhibit to Post-Effective Amendment No. 60 on July 15,
1999, and is hereby incorporated by reference.

b (1) - By-Laws of Registrant were filed as an Exhibit to
Post-Effective Amendment No. 34 on June 13, 1988.

(2) - (a) Amended and Restated By-Laws of Registrant were filed as
an Exhibit to Post-Effective Amendment No. 37 on February 28,
1990.

- (b) First Amendment, dated April 22, 1991, to Amended and
Restated By-Laws was filed as an Exhibit to Post-Effective
Amendment No. 40 on February 26, 1992.

- (c) Second Amendment, dated September 28, 1994, to Amended
and Restated By-Laws was filed as an Exhibit to
Post-Effective Amendment No. 44 on February 24, 1995.

(3) - Amended and Restated Bylaws, dated effective December 11,
1996, were filed electronically as an Exhibit to
Post-Effective Amendment No. 51 on January 15, 1997, and are
hereby incorporated by reference.

c - Instruments Defining Rights of Security Holders - None.

d (1) - Investment Advisory Agreement, dated September 30, 1988,
between Registrant and A I M Advisors, Inc., was filed
as an Exhibit to Post-Effective Amendment No. 38 on February
28, 1991.

(2) - Investment Advisory Agreement, dated August 6, 1993, between
Registrant's AIM Aggressive Growth Fund and A I M Advisors,
Inc., was filed as an Exhibit to Post-Effective Amendment No.
43 on February 28, 1994.

(3) - (a) Master Investment Advisory Agreement, dated October 18,
1993, between Registrant and A I M Advisors, Inc., was filed
as an Exhibit to Post-Effective Amendment No. 43 on February
28, 1994, and was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995.

- (b) Amendment No. 1, dated November 14, 1994, to the Master
Investment Advisory Agreement, dated October 18, 1993,
between Registrant and A I M Advisors, Inc., was filed as an
Exhibit to Post-Effective Amendment No. 44 on February 24,
1995, and was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995.

- (c) Amendment No. 2, dated March 12, 1996, to the Master
Investment Advisory Agreement, dated October 18, 1993,
between Registrant and A I M Advisors, Inc., was filed
electronically as an Exhibit to Post-Effective Amendment No.
49 on May 31, 1996.

C-2
<PAGE> 33

(4) - (a) Master Investment Advisory Agreement, dated February 28,
1997, between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
53 on October 9, 1997, and is hereby incorporated by
reference.

- (b) Amendment No. 1, dated as of March 1, 1999, to the Master
Investment Advisory Agreement, dated February 28, 1997,
between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
56 on February 23, 1999, and is hereby incorporated by
reference.

- (c) Amendment No. 2, dated May 12, 1999, to the Master
Investment Advisory Agreement between Registrant and A I M
Advisors, Inc. is filed herewith electronically.

- (d) Form of Amendment No. 3, to the Master Investment Advisory
Agreement between Registrant and A I M Advisors, Inc. was
filed electronically as an Exhibit to Post-Effective Amendment
No. 60 on July 15, 1999, and is hereby incorporated by
reference.

- (e) Form of Amendment No. 4, to the Master Investment
Advisory Agreement between Registrant and A I M Advisors,
Inc. was filed electronically as an Exhibit to Post-Effective
Amendment No. 60 on July 15, 1999, and is hereby incorporated
by reference.

(5) - (a) Foreign Country Selection and Mandatory Securities
Depository Responsibilities Delegation Agreement, dated
September 9, 1998, between Registrant and A I M Advisors,
Inc. was filed electronically as an Exhibit to Post-Effective
Amendment No. 55 on December 11, 1998, and is hereby
incorporated by reference.

- (b) Amendment No. 1, dated September 28, 1998 to Foreign
Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
55 on December 11, 1998, and is hereby incorporated by
reference.

- (c) Amendment No. 2, dated as of December 14, 1998 to Foreign
Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
57 on March 24, 1999, and is hereby incorporated by
reference.

- (d) Amendment No. 3, dated as of December 22, 1998 to Foreign
Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
57 on March 24, 1999, and is hereby incorporated by
reference.

- (e) Amendment No. 4, dated as of January 26, 1999 to Foreign
Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
57 on March 24, 1999, and is hereby incorporated by
reference.

- (f) Amendment No. 5, dated as of March 1, 1999 to Foreign
Country Selection and Mandatory Securities Depository
Responsibilities Delegation Agreement, dated September 9,
1998, between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
57 on March 24, 1999, and is hereby incorporated by
reference.

C-3
<PAGE> 34

(6) - Sub-Advisory Agreement, dated September 30, 1988, between
Registrant, A I M Advisors, Inc. and A I M Capital
Management, Inc., was filed as an Exhibit to Post-Effective
Amendment No. 38 on February 28, 1991.

(7) - Master Sub-Advisory Agreement, dated October 18, 1993,
between Registrant, A I M Advisors, Inc. and A I M Capital
Management, Inc., was filed as an Exhibit to Post-Effective
Amendment No. 43 on February 28, 1994, and was filed
electronically as an Exhibit to Post-Effective Amendment No.
51 on January 15, 1997.

(8) - Master Sub-Advisory Agreement, dated February 28, 1997,
between Registrant, A I M Advisors, Inc. and A I M Capital
Management, Inc. was filed electronically as an Exhibit to
Post-Effective Amendment No. 53 on October 9, 1997, and is
hereby incorporated by reference.

(9) - Sub-Advisory Agreement dated May 12, 1999, between A I M
Advisors, Inc. and H. S. Dent Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
60 on July 15, 1999, and is hereby incorporated by reference.

e (1) - Distribution Agreement, dated May 24, 1988, between
Registrant and A I M Distributors, Inc., was filed as an
Exhibit to Post-Effective Amendment No. 38 on February 28,
1991.

(2) - Distribution Agreement, dated March 15, 1991, between
Registrant and Fund Management Company, was filed as an
Exhibit to Post-Effective Amendment No. 39 on March 1, 1991.

(3) - Distribution Agreement, dated August 6, 1993, between
Registrant's AIM Aggressive Growth Fund and A I M
Distributors, Inc., was filed as an Exhibit to Post-Effective
Amendment No. 43 on February 28, 1994.

(4) - Master Distribution Agreement, dated October 18, 1993,
between Registrant and Fund Management Company, was filed as
an Exhibit to Post-Effective Amendment No. 43 on February 28,
1994.

(5) - (a) Master Distribution Agreement, dated October 18, 1993,
between Registrant (on behalf of the portfolio's Class A
shares) and A I M Distributors, Inc., was filed as an Exhibit
to Post-Effective Amendment No. 43 on February 28, 1994, and
was filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995.

- (b) Amendment No. 1, dated December 4, 1995, to Master
Distribution Agreement, dated October 18, 1993, between
Registrant (on behalf of the portfolio's Class A shares) and
A I M Distributors, Inc., was filed electronically as an
Exhibit to Post-Effective Amendment No. 49 on May 31, 1996.

(6) - (a) Master Distribution Agreement, dated June 14, 1995,
between Registrant (on behalf of the portfolio's Class B
shares) and A I M Distributors, Inc., was filed
electronically as an Exhibit to Post-Effective Amendment No.
47 on December 29, 1995.

- (b) Amendment No. 1, dated June 11, 1996, to Master
Distribution Agreement, dated June 14, 1995, between
Registrant (on behalf of the portfolio's Class B shares) and
A I M Distributors, Inc., was filed electronically as an
Exhibit to Post-Effective Amendment No. 50 on July 24, 1996,
and was filed electronically as an Exhibit to Post-Effective
Amendment No. 53 on October 9, 1997.

(7) - Master Distribution Agreement, dated February 28, 1997,
between Registrant and Fund Management Company was filed
electronically as an Exhibit to Post-Effective Amendment No.
53 on October 9, 1997, and is hereby incorporated by
reference.

C-4
<PAGE> 35

(8) - Master Distribution Agreement, dated February 28, 1997,
between Registrant (on behalf of Registrant's Class A shares)
and A I M Distributors, Inc. was filed electronically as an
Exhibit to Post-Effective Amendment No. 53 on October 9,
1997.

(9) - (a) Master Distribution Agreement, dated August 4, 1997,
between Registrant (on behalf of the portfolio's Class A and
Class C shares) and A I M Distributors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
53 on October 9, 1997, and is hereby incorporated by
reference.

- (b) Amendment No. 1, dated as of March 1, 1999, to the Master
Distribution Agreement dated August 4, 1997, between
Registrant (on behalf of Registrant's Class A and Class C
shares) and A I M Distributors, Inc. was filed electronically
as an Exhibit to Post-Effective Amendment No. 56 on February
23, 1999, and is hereby incorporated by reference.

- (c) Amendment No. 2, dated as of March 1, 1999, to the Master
Distribution Agreement dated August 4, 1997, between
Registrant (on behalf of Registrant's Class A and Class C
shares) and A I M Distributors, Inc. was filed electronically
as an Exhibit to Post-Effective Amendment No. 56 on February
23, 1999, and is hereby incorporated by reference.

- (d) Amendment No. 3, dated May 12, 1999, to the Master
Distribution Agreement, dated August 4, 1997, between
Registrant (on behalf of Registrant's Class A and C shares)
and A I M Distributors, Inc. was filed electronically as
an Exhibit to Post-Effective Amendment No. 60 on July 15,
1999, and is hereby incorporated by reference.

- (e) Form of Amendment No. 4, to the Master Distribution
Agreement, dated August 4, 1997, between Registrant (on behalf
of Registrant's Class A and Class C shares) and A I M
Distributors, Inc. was filed electronically as an Exhibit to
Post-Effective Amendment No. 60 on July 15, 1999, and is
hereby incorporated by reference.

- (f) Form of Amendment No. 5 to the Master Distribution
Agreement, dated August 4, 1997, between Registrant (on
behalf of Registrant's Class A and Class C shares) and A I M
Distributors, Inc. is filed herewith electronically.

(10) - (a) Master Distribution Agreement, dated February 28, 1997,
between Registrant (on behalf of Registrant's Class B shares)
and A I M Distributors, Inc. was filed electronically as an
Exhibit to Post-Effective Amendment No. 53 on October 9,
1997, and is hereby incorporated by reference.

- (b) Amendment No. 1 to the Master Distribution Agreement,
dated February 28, 1997, between Registrant (on behalf of the
Class B shares of AIM Constellation Fund) and A I M
Distributors, Inc. was filed electronically as an Exhibit to
Post-Effective Amendment No. 54 on February 27, 1998, and is
hereby incorporated by reference.

- (c) Amendment No. 2, dated as of March 1, 1999, to the Master
Distribution Agreement, dated February 28, 1997, between
Registrant (on behalf of Registrant's Class B shares) and
A I M Distributors, Inc. was filed electronically as an
Exhibit to Post-Effective Amendment No. 56 on February 23,
1999 and is hereby incorporated by reference.

- (d) Amendment No. 3, dated as of March 1, 1999, to the Master
Distribution Agreement, dated February 28, 1997, between
Registrant (on behalf of Registrant's Class B shares) and
A I M Distributors, Inc. was filed electronically as an
Exhibit to Post-Effective Amendment No. 56 on February 23,
1999, and is hereby incorporated by reference.

- (e) Amendment No. 4, dated May 12, 1999, to the Master
Distribution Agreement, dated February 28, 1997, between
Registrant (on behalf of Registrant's Class B shares) and
A I M Distributors, Inc. was filed electronically as an
Exhibit to Post-Effective Amendment No. 60 on July 15, 1999,
and is hereby incorporated by reference.

C-5
<PAGE> 36

- (f) Form of Amendment No. 5, to the Master Distribution
Agreement, dated February 28, 1997, between Registrant (on
behalf of Registrant's Class B shares) and A I M Distributors,
Inc. was filed electronically as an Exhibit to Post-Effective
Amendment No. 60 on July 15, 1999, and is hereby incorporated
by reference.

- (g) Form of Amendment No. 6 to the Master Distribution
Agreement, dated February 28, 1997, between Registrant (on
behalf of Registrant's Class B) and A I M Distributors, Inc.
was filed electronically as an Exhibit to Post-Effective
Amendment No. 60 on July 15, 1999, and is hereby incorporated
by reference.

(11) - Form of Selected Dealer Agreement between A I M Distributors,
Inc. and selected dealers was filed electronically as an
Exhibit to Post-Effective Amendment No. 55 on December 11,
1998, and is hereby incorporated by reference.

(12) - Form of Bank Selling Group Agreement between A I M
Distributors, Inc. and banks was filed electronically as an
Exhibit to Post-Effective Amendment No. 55 on December 11,
1998, and is hereby incorporated by reference.

f (1) - Form of Deferred Compensation Agreement for Registrant's
Non-Affiliated Directors was filed as an Exhibit to
Post-Effective Amendment No. 44 on February 24, 1995.

(2) - Form of Deferred Compensation Agreement for Registrant's
Non-Affiliated Directors, as approved December 5, 1995, was
filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995.

(3) - Form of Deferred Compensation Agreement for Registrants
Non-Affiliated Directors as approved March 12, 1997, was
filed electronically as an Exhibit to Post-Effective
Amendment No. 54 on February 27, 1998, and is hereby
incorporated by reference.

(4) - Retirement Plan for Registrant's Non-Affiliated Directors was
filed as an Exhibit to Post-Effective Amendment No. 44 on
February 24, 1995.

(5) - Retirement Plan for Registrant's Non-Affiliated Directors,
effective as of March 8, 1994, as restated September 18,
1995, was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995, and is
hereby incorporated by reference.

g (1) - (a) Custodian Contract, dated October 1, 1992, between
Registrant and State Street Bank and Trust Company, was filed
as an Exhibit to Post-Effective Amendment No. 41 on February
26, 1993, and was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995, and is
hereby incorporated by reference.

- (b) Amendment No. 1, dated October 15, 1993, to the Custodian
Contract, dated October 1, 1992, between Registrant and State
Street Bank and Trust Company, was filed electronically as an
Exhibit to Post-Effective Amendment No. 47 on December 29,
1995, and is hereby incorporated by reference.

- (c) Amendment No. 2, dated September 19, 1995, to the
Custodian Contract, dated October 1, 1992, between Registrant
and State Street Bank and Trust Company, was filed
electronically as an Exhibit to Post-Effective Amendment No.
47 on December 29, 1995, and is hereby incorporated by
reference.

- (d) Amendment No. 3, dated December 4, 1995, to the Custodian
Contract, dated October 1, 1992, between Registrant and State
Street Bank and Trust Company, was filed electronically as an
Exhibit to Post-Effective Amendment No. 49 on May 31, 1996,
and is hereby incorporated by reference.

C-6
<PAGE> 37

- (e) Amendment No. 4, dated September 28, 1996, to the
Custodian Contract dated October 1, 1992, between Registrant
and State Street Bank and Trust Company was filed
electronically as an Exhibit to Post-Effective Amendment No.
57 on March 24, 1999, and is hereby incorporated by
reference.

- (f) Amendment, dated September 9, 1998, to the Custodian
Contract, dated October 1, 1992, between Registrant and State
Street Bank and Trust Company was filed electronically as an
Exhibit to Post-Effective Amendment No. 55 on December 11,
1998, and is hereby incorporated by reference.

(2) - Subcustodian Agreement, dated September 9, 1994, between
Registrant, Texas Commerce Bank National Association, State
Street Bank and Trust Company and A I M Fund Services, Inc.,
was filed as an Exhibit to Post-Effective Amendment No. 44 on
February 24, 1995, and is hereby incorporated by reference.

h (1) - Transfer Agency Agreement, dated May 15, 1989, between
Registrant and TAC Shareholder Services, Inc., was filed as
an Exhibit to Post-Effective Amendment No. 37 on February 28,
1990.

(2) - Transfer Agency and Service Agreement, dated July 6, 1992,
between State Street Bank and Trust Company and Registrant,
with respect to the Institutional Classes, was filed as an
Exhibit to Post-Effective Amendment No. 41 on February 26,
1993.

(3) - (a) Transfer Agency and Registrar Agreement, dated May 15,
1992, as amended May 15, 1992, between The Shareholder
Services Group, Inc. and Registrant, with respect to the
Retail Classes, was filed as an Exhibit to Post-Effective
Amendment No. 41 on February 26, 1993.

- (b) Amendment No. 2, dated October 15, 1993, to the Transfer
Agency and Registrar Agreement, dated May 15, 1992, as
amended, between Registrant and The Shareholder Services
Group, Inc., was filed as an Exhibit to Post-Effective
Amendment No. 44 on February 24, 1995.

- (c) Amendment No. 3, dated April 1, 1994, to the Transfer
Agency and Registrar Agreement, dated May 15, 1992, as
amended, between Registrant and The Shareholder Services
Group, Inc., was filed as an Exhibit to Post-Effective
Amendment No. 44 on February 24, 1995.

(4) - (a) Transfer Agency and Service Agreement, dated July 1,
1995, between Registrant and A I M Institutional Fund
Services, Inc., was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995.

- (b) Amendment No. 1, dated July 1, 1996, to the Transfer
Agency and Service Agreement dated July 1, 1995, between
Registrant and A I M Institutional Fund Services, Inc. was
filed electronically as an Exhibit to Post-Effective
Amendment No. 53 on October 9, 1997.

- (c) Amendment No. 2, dated July 1, 1997, to the Transfer
Agency and Service Agreement dated July 1, 1995, between
Registrant and A I M Institutional Fund Services, Inc. was
filed electronically as an Exhibit to Post-Effective
Amendment No. 53 on October 9, 1997.

(5) - (a) Transfer Agency and Service Agreement, dated November 1,
1994, between Registrant and A I M Fund Services, Inc., was
filed as an Exhibit to Post-Effective Amendment No. 44 on
February 24, 1995.

C-7
<PAGE> 38

- (b) Amendment No. 1, dated August 4, 1997, to the Transfer
Agency and Service Agreement dated November 1, 1994, between
Registrant and A I M Fund Services, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
53 on October 9, 1997.

(6) - Amended and Restated Transfer Agency and Service Agreement,
dated as of December 29, 1997, between Registrant and A I M
Fund Services, Inc. was filed electronically as an Exhibit to
Post-Effective Amendment No. 54 on February 27, 1998, and is
hereby incorporated by reference.

(7) - Shareholder Sub-Accounting Services Agreement between
Registrant, First Data Investor Services Group (formerly The
Shareholder Services Group, Inc.), Financial Data Services
Inc. and Merrill Lynch, Pierce, Fenner & Smith Inc., dated
July 1, 1990, was filed as an Exhibit to Post-Effective
Amendment No. 40 on February 26, 1992, and is hereby
incorporated by reference.

(8) - (a) Remote Access and Related Services Agreement, dated
December 23, 1994, between Registrant and First Data Investor
Services Group, Inc. (formerly The Shareholder Services
Group, Inc.), was filed as an Exhibit to Post-Effective
Amendment No. 44 on February 24, 1995, and was filed
electronically as an Exhibit to Post-Effective Amendment No.
47 on December 29, 1995, and is hereby incorporated by
reference.

- (b) Amendment No. 1, dated October 4, 1995, to the Remote
Access and Related Services Agreement dated December 23,
1994, between Registrant and First Data Investor Services
Group, Inc. was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995, and is
hereby incorporated by reference.

- (c) Addendum No. 2, dated October 12, 1995, to the Remote
Access and Related Services Agreement, dated December 23,
1994, between Registrant and First Data Investor Services
Group, Inc. was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995, and is
hereby incorporated by reference.

- (d) Amendment No. 3, dated February 1, 1997, to the Remote
Access and Related Services Agreement, dated December 23,
1994, between Registrant and First Data Investor Services
Group, Inc. was filed electronically as an Exhibit to
Post-Effective Amendment No. 53 on October 9, 1997, and is
hereby incorporated by reference.

- (e) Amendment No. 4, dated June 30, 1998, to the Remote
Access and Related Services Agreement, dated December 23,
1994, between Registrant and First Data Investor Services
Group, Inc. was filed electronically as an Exhibit to
Post-Effective Amendment No. 55 on December 11, 1998, and is
hereby incorporated by reference.

- (f) Amendment No. 5, dated July 1, 1998, to the Remote Access
and Related Services Agreement, dated December 23, 1994,
between Registrant and First Data Investor Services Group,
Inc. was filed electronically as an Exhibit to Post-Effective
Amendment No. 55 on December 11, 1998, and is hereby
incorporated by reference.

- (g) Exhibit 1, effective as of August 4, 1997, to the Remote
Access and Related Services Agreement, dated December 23,
1994, between the Registrant and First Data Investor Services
Group, Inc. was filed electronically as an Exhibit to
Post-Effective Amendment No. 54 on February 27, 1998, and is
hereby incorporated by reference.

(9) - Preferred Registered Technology Escrow Agreement, dated
September 10, 1997, between Registrant and First Data
Investor Services Group, Inc. was filed electronically as an
Exhibit to Post-Effective Amendment No. 54 on February 27,
1998, and is hereby incorporated be reference.

C-8
<PAGE> 39

(10) - Articles of Merger, dated September 30, 1988, was filed as an
Exhibit to Post-Effective Amendment No. 35 on September 30,
1988.

(11) - Agreement and Plan of Merger, dated September 30, 1988, was
filed as an Exhibit to Post-Effective Amendment No. 35 on
September 30, 1988.

(12) - (a) Agreement and Plan of Reorganization between Registrant
and Baird Capital Development Fund, Inc., dated December 20,
1995, was filed electronically as an Appendix to Part A of
Registrant's AIM Capital Development Fund registration
statement on Form N-14 on December 29, 1995.

- (b) Amendment, dated May 23, 1996, to Agreement and Plan of
Reorganization between Registrant and Baird Capital
Development Fund, Inc., dated December 20, 1995, was filed
electronically as an Exhibit to Post-Effective Amendment No.
49 on May 31, 1996.

(13) - Agreement and Plan of Reorganization between Registrant and
Baird Blue Chip Fund, Inc., dated December 20, 1995, was
filed electronically as an Appendix to Part A of Registrant's
AIM Blue Chip Fund registration statement on Form N-14 on
December 29, 1995.

(14) - Administrative Services Agreement, dated June 11, 1989,
between Registrant and A I M Advisors, Inc., was filed as an
Exhibit to Post-Effective Amendment No. 37 on February 28,
1990.

(15) - Administrative Services Agreement, dated August 6, 1993,
between Registrant's AIM Aggressive Growth Fund and A I M
Advisors, Inc., was filed as an Exhibit to Post-Effective
Amendment No. 43 on February 28, 1994.

(16) - Administrative Services Agreement, dated September 16, 1994,
between A I M Advisors, Inc. and A I M Institutional Fund
Services, Inc., on behalf of the Institutional Classes, was
filed as an Exhibit to Post-Effective Amendment No. 44 on
February 24, 1995.

(17) - (a) Administrative Services Agreement, dated October 18,
1993, between A I M Advisors, Inc. and A I M Fund Services,
Inc., on behalf of the Retail Classes, was filed as an
Exhibit to Post-Effective Amendment No. 43 on February 28,
1994, and was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995.

- (b) Amendment No. 1, dated May 11, 1994, to the
Administrative Services Agreement dated October 18, 1993,
between A I M Advisors, Inc. and A I M Fund Services, Inc.,
was filed as an Exhibit to Post-Effective Amendment No. 44 on
February 24, 1995, and was filed electronically as an Exhibit
to Post-Effective Amendment No. 47 on December 29, 1995.

- (c) Amendment No. 2, dated July 1, 1994, to the
Administrative Services Agreement, dated October 18, 1993,
between A I M Advisors, Inc. and A I M Fund Services, Inc.,
was filed as an Exhibit to Post-Effective Amendment No. 44 on
February 24, 1995 and was filed electronically as an Exhibit
to Post-Effective Amendment No. 47 on December 29, 1995.

- (d) Amendment No. 3, dated September 16, 1994, to the
Administrative Services Agreement, dated October 18, 1993,
between A I M Advisors, Inc. and A I M Fund Services, Inc.,
was filed as an Exhibit to Post-Effective Amendment No. 44 on
February 24, 1995, and was filed electronically as an Exhibit
to Post-Effective Amendment No. 47 on December 29, 1995.

- (e) Amendment No. 4, dated November 1, 1994, to the
Administrative Services Agreement, dated October 18, 1993,
between A I M Advisors, Inc. and A I M Fund Services, Inc.,
was filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995.

C-9
<PAGE> 40

(18) - (a) Master Administrative Services Agreement, dated October
18, 1993, between Registrant and A I M Advisors, Inc., was
filed as an Exhibit to Post-Effective Amendment No. 43 on
February 28, 1994, and was filed electronically as an Exhibit
to Post-Effective Amendment No. 47 on December 29, 1995.

- (b) Amendment No. 1, dated December 4, 1995, to the Master
Administrative Services Agreement, dated October 18, 1993,
between Registrant and A I M Advisors, Inc., was filed
electronically as an Exhibit to Post-Effective Amendment No.
49 on May 31, 1996.

- (c) Amendment No. 2, dated June 11, 1996, to the Master
Administrative Services Agreement dated October 18, 1993,
between Registrant and A I M Advisors, Inc., was filed
electronically as an Exhibit to Post-Effective Amendment No.
50 on July 24, 1996.

(19) - (a) Master Administrative Services Agreement, dated
February 28, 1997, between Registrant and A I M Advisors,
Inc. was filed electronically as an Exhibit to Post-Effective
Amendment No. 53 on October 9, 1997, and is hereby
incorporated by reference.

- (b) Amendment No. 1, dated as of March 1, 1999, to the Master
Administrative Services Agreement, dated February 28, 1997,
between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
56 on February 23, 1999, and is hereby incorporated by
reference.

- (c) Amendment No. 2 , dated May 12, 1999, to the Master
Administrative Services Agreement, dated February 28, 1997,
between Registrant and A I M Advisors, Inc. was filed
electronically as an Exhibit to Post-Effective Amendment No.
60 on July 15, 1999, and is hereby incorporated by reference.

- (d) Form of Amendment No. 3, to the Master Administrative
Services Agreement, dated February 28, 1997, between
Registrant and A I M Advisors, Inc. was filed electronically
as an Exhibit to Post-Effective Amendment No. 60 on July 15,
1999, and is hereby incorporated by reference.

- (e) Form of Amendment No. 4, to the Master Administrative
Services Agreement, dated February 28, 1997, between
Registrant and A I M Advisors, Inc. was filed electronically
as an Exhibit to Post-Effective Amendment No. 60 on July 15,
1999, and is hereby incorporated by reference.

(20) - Memorandum of Agreement, dated March 1, 1999, between
Registrant, on behalf of AIM Charter Fund, AIM Constellation
Fund and AIM Weingarten Fund, and A I M Advisors, Inc. was
filed electronically as an Exhibit to Post-Effective Amendment
No. 60 on July 15, 1999, and is hereby incorporated by
reference.

i (1) - Opinion of Ballard Spahr Andrews & Ingersoll was filed as an
Exhibit to Registrant's Rule 24f-2 Notice for the fiscal year
ending October 31, 1996 on December 20, 1996.

(2) - Opinion of Ballard Spahr Andrews & Ingersoll was filed as an
Exhibit to Registrant's Rule 24f-2 Notice for the fiscal year
ending September 30, 1996 on November 27, 1996 (for AIM Blue
Chip Fund).

(3) - Opinion of Ballard Spahr Andrews & Ingersoll was filed
electronically as an Exhibit to Post-Effective Amendment No.
53 on October 7, 1997, and is hereby incorporated by
reference.

(4) - Opinion of Ballard Spahr Andrews & Ingersoll, LLP was filed
electronically as an Exhibit to Post-Effective Amendment No.
55 on December 11, 1998, and is hereby incorporated by
reference.

(5) - Opinion of Ballard Spahr Andrews & Ingersoll, LLP was filed
electronically as an Exhibit to Post-Effective Amendment No.
57 on March 24, 1999, and is hereby incorporated by
reference.

C-10
<PAGE> 41

(6) - Opinion of Ballard Spahr Andrews and Ingersoll, LLP was filed
electronically as an Exhibit to Post-Effective Amendment No.
60 on July 15, 1999, and is hereby incorporated by reference.

j (1) - None

(2) - Consent of KPMG LLP is filed herewith electronically.

k - Financial Statements - None.

l (1) - Agreement Concerning Initial Capitalization of Registrant's
AIM Large Cap Growth Fund, dated February 26, 1999, was filed
electronically as an Exhibit to Post-Effective Amendment No.
56 on February 23, 1999, and is hereby incorporated by
reference.

(2) - Agreement Concerning Initial Capitalization of Registrant's
AIM Dent Demographic Trends Fund, dated June 4, 1999, was
filed electronically as an Exhibit to Post-Effective Amendment
No. 60 on July 15, 1999, and is hereby incorporated by
reference.

(3) - Agreement Concerning Initial Capitalization of Registrant's
AIM Large Cap Basic Value Fund, dated June 29, 1999, was filed
electronically as an Exhibit to Post-Effective Amendment No.
60 on July 15, 1999, and is hereby incorporated by reference.

(4) - Form of Agreement Concerning Initial Capitalization of
Registrant's AIM Mid Cap Growth Fund was filed electronically
as an Exhibit to Post-Effective Amendment No. 60 on July 15,
1999, and is hereby incorporated by reference.

m (1) - Registrant's Amended Distribution Plans for the Retail
Classes, dated September 5, 1991, were filed as an Exhibit to
Post-Effective Amendment No. 40 on February 26, 1992.

(2) - Registrant's Amended Distribution Plan for AIM Aggressive
Growth Fund, dated August 6, 1993, was filed as an Exhibit to
Post-Effective Amendment No. 43 on February 28, 1994.

(3) - Registrant's Master Distribution Plan for the Retail Classes
and AIM Aggressive Growth Fund, dated September 27, 1993, was
filed as an Exhibit to Post-Effective Amendment No. 43 on
February 28, 1994.

(4) - Registrant's Amended Master Distribution Plan for the Retail
Classes and AIM Aggressive Growth Fund, dated September 27,
1993, as amended March 8, 1994, was filed as an Exhibit to
Post-Effective Amendment No. 44 on February 24, 1995.

(5) - (a) Registrant's Amended Master Distribution Plan for the
Retail Classes, dated September 27, 1993, as amended March 8,
1994 and September 10, 1994, was filed as an Exhibit to
Post-Effective Amendment No. 44 on February 24, 1995, and was
filed electronically as an Exhibit to Post-Effective
Amendment No. 47 on December 29, 1995.

- (b) Amendment No. 1, dated December 4, 1995, to the Amended
Master Distribution Plan for the Retail Classes, dated
September 27, 1993, as amended, was filed electronically as
an Exhibit to Post-Effective Amendment No. 49 on May 31,
1996.

(6) - Registrant's Amended and Restated Master Distribution Plan
for the Class A shares, effective as of June 15, 1995
(effective as of December 4, 1995, with respect to the AIM
Blue Chip Fund and AIM Capital Development Fund), was filed
electronically as an Exhibit to Post-Effective Amendment No.
49 on May 31, 1996.

(7) - Registrant's Second Amended and Restated Master Distribution
Plan, dated June 30, 1997, for the Class A shares was filed
electronically as an Exhibit to Post-Effective Amendment No.
53 on October 9, 1997.

C-11
<PAGE> 42

(8) - Registrant's Third Amended and Restated Master Distribution
Plan, dated August 4, 1997, for the Class A and Class C
shares was filed electronically as an Exhibit to
Post-Effective Amendment No. 53 on October 9, 1997.

(9) - (a) Registrant's Master Distribution Plan for the Class B
shares of AIM Charter Fund and AIM Weingarten Fund, dated
June 14, 1995, was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995.

- (b) Amendment No. 1, dated June 11, 1996, to Registrant's
Master Distribution Plan for the Class B shares of AIM
Charter Fund, AIM Weingarten Fund, AIM Blue Chip Fund and AIM
Capital Development Fund, dated June 14, 1995, was filed
electronically as an Exhibit to Post-Effective Amendment No.
50 on July 24, 1996.

(10) - (a) Registrant's Amended and Restated Master Distribution
Plan, dated June 30, 1997, for the Class B shares was filed
electronically as an Exhibit to Post-Effective Amendment No.
53 on October 9, 1997, and is hereby incorporated by
reference.

- (b) Amendment No. 1 to Registrant's Amended and Restated
Master Distribution Plan for the Class B shares of AIM
Constellation Fund was filed electronically as an Exhibit to
Post-Effective Amendment No. 54 on February 27, 1998 and is
hereby incorporated by reference.

- (c) Amendment No. 2, dated as of March 1, 1999, to
Registrant's Amended and Restated Master Distribution Plan
for the Class B shares of AIM Large Cap Growth Fund was filed
electronically as an Exhibit to Post-Effective Amendment No.
56 on February 23, 1999, and is hereby incorporated by
reference.

- (d) Amendment No. 3, dated as of March 1, 1999, to
Registrant's Amended and Restated Master Distribution Plan
for the Class B shares of AIM Aggressive Growth Fund was
filed electronically as an Exhibit to Post-Effective
Amendment No. 56 on February 23, 1999, and is hereby
incorporated by reference.

- (e) Amendment No. 4, dated May 12, 1999, to Registrant's
Amended and Restated Master Distribution Plan for the Class B
shares of AIM Dent Demographic Trends Fund and AIM Growth and
Income Fund was filed electronically as an Exhibit to
Post-Effective Amendment No. 60 on July 15, 1999, and is
hereby incorporated by reference.

- (f) Form of Amendment No. 5 to Registrant's Amended and
Restated Master Distribution Plan for the Class B shares of
AIM Dent Demographic Trends Fund and A I M Large Cap Basic
Value Fund was filed electronically as an Exhibit to
Post-Effective Amendment No. 60 on July 15, 1999, and is
hereby incorporated by reference.

- (g) Form of Amendment No. 6 to Registrant's Amended and
Restated Master Distribution Plan for the Class B shares of
AIM Mid Cap Growth Fund is filed herewith electronically.

(11) - (a) Registrant's Fourth Amended and Restated Master
Distribution Plan, dated as of June 30, 1998, for the Class A
and Class C shares was filed electronically as an Exhibit to
Post-Effective Amendment No. 55 on December 11, 1998, and is
hereby incorporated by reference.

- (b) Amendment No. 1, dated as of March 1, 1999, to
Registrant's Fourth Amended and Restated Master Distribution
Plan for the Class A and Class C shares was filed
electronically as an Exhibit to Post-Effective Amendment No.
56 on February 23, 1999, and is hereby incorporated by
reference.

- (c) Amendment No. 2, dated as of March 1, 1999, to
Registrant's Fourth Amended and Restated Master Distribution
Plan for the Class A and Class C shares was filed
electronically

C-12
<PAGE> 43

as an Exhibit to Post-Effective Amendment No. 56 on February
23, 1999, and is hereby incorporated by reference.

- (d) Amendment No. 3, dated May 12, 1999, to Registrant's
Fourth Amended and Restated Master Distribution Plan for
Class A and Class C shares was filed electronically as
an Exhibit to Post-Effective Amendment No. 60 on July 15,
1999, and is hereby incorporated by reference.

- (e) Form of Amendment No. 4, to Registrant's Fourth Amended
and Restated Master Distribution Plan for the Class A and
Class C shares of AIM Large Cap Basic Value Fund was filed
electronically as an Exhibit to Post-Effective Amendment No.
60 on July 15, 1999, and is hereby incorporated by reference.

- (f) Form of Amendment No. 5 to Registrant's Fourth Amended
and Restated Master Distribution Plan for Class A and Class C
shares was filed electronically as an Exhibit to
Post-Effective Amendment No. 60 on July 15, 1999, and is
hereby incorporated by reference.

(12) - Form of Shareholder Service Agreement to be used in connection
with Registrant's Master Distribution Plan was filed
electronically as an Exhibit to Post-Effective Amendment No.
60 on July 15, 1999, and is hereby incorporated by reference.

(13) - Form of Bank Shareholder Service Agreement to be used in
connection with Registrant's Master Distribution Plan was
filed electronically as an Exhibit to Post-Effective Amendment
No. 60 on July 15, 1999, and is hereby incorporated by
reference.

(14) - Form of Variable Group Annuity Contract Holder Service
Agreement to be used in connection with Registrant's Master
Distribution Plan was filed electronically as an Exhibit to
Post-Effective Amendment No. 60 on July 15, 1999, and is
hereby incorporated by reference.

(15) - Form of Agency Pricing Agreement to be used in connection with
Registrant's Master Distribution Plan was filed electronically
as an Exhibit to Post-Effective Amendment No. 60 on July 15,
1999, and is hereby incorporated by reference.

(16) - Forms of Service Agreement for Brokers for Bank Trust
Departments and for Bank Trust Departments was filed
electronically as an Exhibit to Post-Effective Amendment No.
60 on July 15, 1999, and is hereby incorporated by reference.

n (1) - Multiple Class Plan (Rule 18f-3) was filed electronically as
an Exhibit to Post-Effective Amendment No. 46 on June 6,
1995.

(2) - (a) Amended Multiple Class Plan (Rule 18f-3), as amended
December 4, 1995, was filed electronically as an Exhibit to
Post-Effective Amendment No. 47 on December 29, 1995.

- (b) Amendment No. 1, dated June 11, 1996, to the Multiple
Class Plan (Rule 18f-3), dated December 4, 1995 was filed
electronically as an Exhibit to Post-Effective Amendment No.
50 on July 24, 1996.

(3) - Multiple Class Plan (Rule 18f-3) (effective September 27,
1996) was filed as an Exhibit to Post-Effective Amendment No.
51 on January 15, 1997.

(4) - Amended and Restated Multiple Class Plan (Rule 18f-3)
(effective July 1, 1997) was filed electronically as an
Exhibit to Post-Effective Amendment No. 53 on October 9,
1997.

(5) - Second Amended and Restated Multiple Class Plan (Rule 18f-3)
(effective September 1, 1997) was filed electronically as an
Exhibit to Post-Effective Amendment No. 53 on October 9,
1997, and is hereby incorporated by reference.

C-13
<PAGE> 44

Item 24. Persons Controlled by or Under Common Control With Registrant

Provide a list or diagram of all persons directly or indirectly controlled
by or under common control with the Registrant. For any person controlled by
another person, disclose the percentage of voting securities owned by the
immediately controlling person or other basis of that person's control. For
each company, also provide the state or other sovereign power under the laws of
which the company is organized.

None.

Item 25. Indemnification

State the general effect of any contract, arrangement or statute under
which any director, officer, underwriter or affiliated person of the Registrant
is insured or indemnified against any liability incurred in their official
capacity, other than insurance provided by any director, officer, affiliated
person, or underwriter for their own protection.

Under the terms of the Maryland General Corporation Law and the
Registrant's Charter and By-Laws, the Registrant may indemnify any
person who was or is a director, officer or employee of the Registrant
to the maximum extent permitted by the Maryland General Corporation
Law; provided, however, that any such indemnification (unless ordered
by a court) shall be made by the Registrant only as authorized in the
specific case upon a determination that indemnification of such person
is proper in the circumstances. Such determination shall be made (I)
by the Board of Directors, by a majority vote of a quorum which
consists of directors who are neither "interested persons" of the
Registrant as defined in Section 2(a)(19) of the 1940 Act, nor parties
to the proceeding, or (ii) if the required quorum is not obtainable
or, if a quorum of such directors so directs, by independent legal
counsel in a written opinion. No indemnification will be provided by
the Registrant to any director or officer of the Registrant for any
liability to the Registrant or shareholders to which he would
otherwise be subject by reason of willful misfeasance, bad faith,
gross negligence or reckless disregard of duty.

Insofar as indemnification for liability arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or
otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1940 Act and is, therefore
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has
been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the 1940 Act and will be
governed by the final adjudication of such issue. Insurance coverage
is provided under a joint Mutual Fund & Investment Advisory
Professional and Directors & Officers Liability Policy, issued by ICI
Mutual Insurance Company, with a $35,000,000 limit of liability.

C-14
<PAGE> 45

Item 26. Business and Other Connections of Investment Advisor

Describe any other business, profession, vocation or employment of a
substantial nature that each investment advisor and each director, officer or
partner of the advisor, is or has been, engaged within the last two fiscal
years, for his or her own account or in the capacity of director, officer,
employee, partner, or trustee.

The only employment of a substantial nature of the Advisor's directors
and officers is with the Advisor and its affiliated companies.
Reference is also made to the caption "Fund Management--The Advisor"
of the Prospectus which comprises Part A of the Registration
Statement, and to the caption "Management" of the Statement of
Additional Information which comprises Part B of the Registration
Statement, and to Item 27(b) of this Part C.

Item 27. Principal Underwriters

(a) State the name of each investment company (other than the Registrant) for
which each principal underwriter currently distributing the Registrant's
securities also acts as a principal underwriter, depositor, or investment
advisor.

A I M Distributors, Inc., the Registrant's principal underwriter of
its Retail Classes, also acts as a principal underwriter to the
following investment companies:

AIM Advisor Funds, Inc.
AIM Funds Group
AIM Growth Series
AIM International Funds, Inc.
AIM Investment Funds
AIM Investment Securities Funds - Retail Classes
AIM Series Trust
AIM Special Opportunities Funds
AIM Summit Fund, Inc.
AIM Tax-Exempt Funds, Inc.
AIM Variable Insurance Funds, Inc.
GT Global Floating Rate Fund, Inc. d/b/a AIM Floating
Rate Fund

Fund Management Company, the Registrant's principal underwriter of its
Institutional Classes, also acts as a principal underwriter to the
following investment companies:

AIM Investment Securities Funds - Institutional Class
Short-Term Investments Co.
Short-Term Investments Trust
Tax-Free Investments Co.

(b) Provide the information required by the following tables for each director,
officer or partner of each principal underwriter named in response to Item 20:

A I M Distributors, Inc.:

C-15
<PAGE> 46
<TABLE>
<CAPTION>
Name and Principal Position and Offices with Positions and Offices
Business Address* Underwriter with Registrant

<S> <C> <C>
Charles T. Bauer Chairman of the Board of Directors Chairman of the Board
of Directors
Michael J. Cemo President & Director None
Gary T. Crum Director Senior Vice President
Robert H. Graham Senior Vice President & Director President & Director
W. Gary Littlepage Senior Vice President & Director None
James L. Salners Executive Vice President None
John Caldwell Senior Vice President None
Marilyn M. Miller Senior Vice President None
Gene L. Needles Senior Vice President None
Gordon J. Sprague Senior Vice President None
Michael C. Vessels Senior Vice President None
B.J. Thompson First Vice President None
Ofelia M. Mayo Vice President, General Counsel Assistant Secretary
& Assistant Secretary
James R. Anderson Vice President None
Dawn M. Hawley Vice President & Treasurer None
Mary K. Coleman Vice President None
Mary A. Corcoran Vice President None
Melville B. Cox Vice President & Chief Compliance Vice President
Officer
Glenda A. Dayton Vice President None
Sidney M. Dilgren Vice President None
Tony D. Green Vice President None
Charles H. McLaughlin Vice President None
Ivy B. McLemore Vice President None
Terri L. Ransdell Vice President None
Carol F. Relihan Vice President Senior Vice President &
Secretary
Kamala C. Sachidanandan Vice President None
Frank V. Serebrin Vice President None
Christopher T. Simutis Vice President None
Gary K. Wendler Vice President None
Norman W. Woodson Vice President None
Kathleen J. Pflueger Secretary Assistant Secretary
Luke P. Beausoleil Assistant Vice President None
Sheila R. Brown Assistant Vice President None
Scott E. Burman Assistant Vice President None
Tisha B. Christopher Assistant Vice President None
Mary E. Gentempo Assistant Vice President None
David E. Hessel Assistant Vice President, Controller None
& Assistant Treasurer
Simon R. Hoyle Assistant Vice President None
Kathryn A. Jordan Assistant Vice President None
Mary C. Mangham Assistant Vice President None
Kim T. McAuliffe Assistant Vice President None
David B. O'Neil Assistant Vice President None
Rebecca Starling-Klatt Assistant Vice President None
</TABLE>

- -------------------------------
* 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173

C-16
<PAGE> 47

<TABLE>
<S> <C> <C>
Nicholas D. White Assistant Vice President None
Nancy L. Martin Assistant General Counsel & Assistant Secretary
Assistant Secretary
Samuel D. Sirko Assistant General Counsel & Assistant Secretary
Assistant Secretary
P. Michelle Grace Assistant Secretary Assistant Secretary
Lisa A. Moss Assistant Secretary Assistant Secretary
Stephen I. Winer Assistant Secretary Assistant Secretary
</TABLE>

<TABLE>
<CAPTION>
Fund Management Company:

Name and Principal Position and Offices with Positions and Offices
Business Address* Underwriter with Registrant

<S> <C> <C>
Charles T. Bauer Chairman of the Board of Directors Chairman of the Board
of Directors
J. Abbott Sprague President & Director None
Robert H. Graham Senior Vice President & Director President & Director
Mark D. Santero Senior Vice President None
William J. Wendel Senior Vice President None
Dawn M. Hawley Vice President & Treasurer None
Carol F. Relihan Vice President, General Senior Vice President &
Counsel & Director Secretary
James R. Anderson Vice President None
Lisa A. Moss Vice President, Assistant General Assistant Secretary
Counsel & Assistant Secretary
Melville B. Cox Vice President & Chief Compliance Vice President
Officer
Stephen I. Winer Vice President, Assistant Assistant Secretary
General Counsel & Assistant
Secretary
Kathleen J. Pflueger Secretary Assistant Secretary
David E. Hessel Assistant Vice President, Controller None
& Assistant Treasurer
Jeffrey L. Horne Assistant Vice President None
Dana R. Sutton Assistant Vice President & Vice President &
Assistant Treasurer Treasurer
Robert W. Morris, Jr. Assistant Vice President None
Ann M. Srubar Assistant Vice President None
Rebecca Starling-Klatt Assistant Vice President None
Nicholas D. White Assistant Vice President None
Nancy L. Martin Assistant General Counsel & Assistant Secretary
Assistant Secretary
Ofelia M. Mayo Assistant General Counsel & Assistant Secretary
Assistant Secretary
Samuel D. Sirko Assistant General Counsel & Assistant Secretary
Assistant Secretary
P. Michelle Grace Assistant Secretary Assistant Secretary
</TABLE>

- -------------------------------
* 11 Greenway Plaza, Suite 100, Houston, Texas 77046-1173

C-17
<PAGE> 48

(c) Provide the information required by the following table for all commissions
and other compensation received, directly or indirectly, from the Registrant
during the last fiscal year by each principal underwriter who is not an
affiliated person of the Registrant or any affiliated person of an affiliated
person:

None.

Item 28. Location of Accounts and Records

State the name and address of each person maintaining physical
possession of each account, book, or other document required to be maintained
by section 31(a) [15 U.S.C. 80a-30(a)] and the rules under that section.

A I M Advisors, Inc., 11 Greenway Plaza, Suite 100, Houston, Texas
77046-1173, will maintain physical possession of each such account,
book or other document of the Registrant at its principal executive
offices, except for those maintained by the Registrant's Custodian,
State Street Bank and Trust Company, 225 Franklin Street, Boston,
Massachusetts 02110, and the Registrant's Transfer Agent and Dividend
Paying Agent, A I M Fund Services, Inc., P. O. Box 4739, Houston,
Texas 77210-4739.

Item 29. Management Services

Provide a summary of the substantive provisions of any
management-related service contract not discussed in Part A or B, disclosing
the parties to the contract and the total amount paid and by whom for the
Registrant's last three fiscal years.

None.

Item 30. Undertakings

In initial registration statements filed under the Securities Act,
provide an undertaking to file an amendment to the registration statement with
certified financial statements showing the initial capital received before
accepting subscriptions from more than 25 persons if the Registrant intends to
raise its initial capital under section 14(a)(3) [15 U.S.C. 80a-14(a)(3)].

Not applicable.

C-18
<PAGE> 49

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this Amendment to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the city of Houston, Texas on the 30th day of
September, 1999.

REGISTRANT: AIM EQUITY FUNDS, INC.

By: /s/ ROBERT H. GRAHAM
----------------------------
Robert H. Graham, President

Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
---------- ----- ----
<S> <C> <C>

/s/ CHARLES T. BAUER
------------------------------ Chairman & Director September 30, 1999
(Charles T. Bauer)

/s/ ROBERT H. GRAHAM
------------------------------ Director & President September 30, 1999
(Robert H. Graham) (Principal Executive Officer)

/s/ BRUCE L. CROCKETT
------------------------------ Director September 30, 1999
(Bruce L. Crockett)

/s/ OWEN DALY II
------------------------------ Director September 30, 1999
(Owen Daly II)

/s/ EDWARD K. DUNN, JR.
------------------------------ Director September 30, 1999
(Edward K. Dunn, Jr.)

/s/ JACK FIELDS
------------------------------ Director September 30, 1999
(Jack Fields)

/s/ CARL FRISCHLING
------------------------------ Director September 30, 1999
(Carl Frischling)

/s/ PREMA MATHAI-DAVIS
------------------------------ Director September 30, 1999
(Prema Mathai-Davis)

/s/ LEWIS F. PENNOCK
------------------------------ Director September 30, 1999
(Lewis F. Pennock)

/s/ LOUIS S. SKLAR
------------------------------ Director September 30, 1999
(Louis S. Sklar)

/s/ DANA R. SUTTON Vice President & September 30, 1999
------------------------------ Treasurer (Principal Financial
(Dana R. Sutton) and Accounting Officer)
</TABLE>

<PAGE> 50

INDEX TO EXHIBITS

AIM EQUITY FUNDS, INC.

<TABLE>
<CAPTION>
Exhibit
Number Description

<S> <C>
j(2) Consent of KPMG LLP
</TABLE>

<PAGE> 1
EXHIBIT j(2)

INDEPENDENT AUDITORS' CONSENT
-----------------------------

The Board of Directors and Shareholders
AIM Equity Funds, Inc.:

We consent to the reference to our firm under the heading "Financial
Highlights" in the AIM Constallation Fund Class A, B and C share Prospectus
and the AIM Charter Fund, AIM Constellation Fund and AIM Weingarten Fund
Institutional Class Prospectus.

/s/ KPMG LLP

KPMG LLP

Houston, Texas
September 29, 1999